Common use of Appointment of Paying Agent Clause in Contracts

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 67 contracts

Samples: Trust Agreement (Ally Auto Receivables Trust 2010-1), Trust Agreement (Ally Auto Receivables Trust 2012-4), Trust Agreement (Capital Auto Receivables Asset Trust 2013-3)

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Appointment of Paying Agent. Except as otherwise provided in Section 5.2The Trustee may appoint one or more paying agents (each, a "Paying Agent") with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to Certificateholders of such Series from the Certificate Distribution Account for such Series pursuant to Section 5.2 the provisions of the Supplement and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the such Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect; provided, however, no Paying Agent may be removed or replaced until a successor (which successor may be the Trustee) has been appointed as provided for herein and has accepted the appointment. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Trustee and acceptable to the Depositor, including, if and so long as any Series or Class within such Series is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another European city, as specified in the related Supplement. BNY Mellon Trust of Delaware Any Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written ' notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall it will hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid distributed to such CertificateholdersCertificateholders and will agree to such other matters as are required by TIA Section 317(b). The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 7.06 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunderAgent. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.

Appears in 63 contracts

Samples: Market Agent Agreement (Merrill Lynch Depositor Inc Preferredplus Trust Series Elp 1), Market Agent Agreement (Merrill Lynch Depositor Inc Preferredplus Trust Series CCR-1), Market Agent Agreement (Merrill Lynch Depositor Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions and other payments provided hereby to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions and payments to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to aboveDistributions and payments provided hereby. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and it may choose any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees and the Depositor. If BNY Mellon Trust of Delaware In the event that a Paying Agent shall no longer resign or be the Paying Agentremoved, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 63 contracts

Samples: Trust Agreement (NCS of Illinois Inc), Trust Agreement (Nextel Communications Inc), Trust Agreement (Georgia Power Capital Trust Vii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Indenture Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Indenture Trustee. BNY Mellon Trust of Delaware The Indenture Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor and the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 60 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent (or the Trustee if the Notes have been paid in full) shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and the Indenture Trustee as Paying Agent shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawareand acceptable to the Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer not be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent (other than the Indenture Trustee or the Trustee as Paying Agent) shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Indenture Trustee also in its role as or Trustee to the extent the Indenture Trustee or Trustee is a Paying Agent or Certificate Registrar Agent, for so long as the Owner Indenture Trustee or Trustee, as applicable, shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 45 contracts

Samples: Trust Agreement (CNH Equipment Trust 2018-B), Trust Agreement (CNH Equipment Trust 2014-A), Trust Agreement (CNH Capital Receivables LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders from the Certificate Distribution Account amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trust (or the Administrator on behalf of the Trust) may revoke such power and remove the Paying Agent if the Owner Trustee Trust (or the Administrator on behalf of the Trust) determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee or, if the Paying Agent is also the Owner Trustee, to the Indenture Trustee. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.36.04, 6.67.01, 6.7 7.03, 7.04, 7.05, 7.06, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or and Certificate Registrar Registrar, for so long as the Owner Trustee shall act as Paying Agent or and Certificate Registrar and, to the extent applicable, to any other paying agent, agent or certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein or in the Sale and Servicing Agreement, the Paying Agent may request direction from the Depositor as to the interpretation and/or methodology to be used, and the Paying Agent shall follow such direction and shall be entitled to conclusively rely thereon without any responsibility therefor. Upon receiving such request from the Paying Agent, the Depositor shall, prior to the date of distribution occurring immediately following such a request, deliver a written direction to the Paying Agent setting forth the interpretation and/or methodology to be used.

Appears in 41 contracts

Samples: Trust Agreement (Toyota Auto Receivables 2019-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2022-B Owner Trust), Trust Agreement (Toyota Auto Receivables 2023-a Owner Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders from the Certificate Distribution Account amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee or, if the Paying Agent is also the Owner Trustee, to the Indenture Trustee. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.36.04, 6.67.01, 6.7 7.03, 7.04, 7.05, 7.06, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or and Certificate Registrar Registrar, for so long as the Owner Trustee shall act as Paying Agent or and Certificate Registrar and, to the extent applicable, to any other paying agent, agent or certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 30 contracts

Samples: Trust Agreement (Toyota Auto Receivables 2013-B Owner Trust), Trust Agreement (Toyota Auto Receivables 2010-B Owner Trust), Trust Agreement (Toyota Auto Receivables 2011-B Owner Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, Delaware and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 26 contracts

Samples: Trust Agreement (Ally Auto Receivables Trust 2023-1), Trust Agreement (Ally Auto Receivables Trust 2019-1), Trust Agreement (Ally Auto Receivables Trust 2023-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to the Trust Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02, and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any Any co-paying agent chosen by BNY Mellon Trust of Delawarethe Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. BNY Mellon Trust of Delaware shall be permitted to resign as Each Paying Agent may resign upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall In the event that a Paying Agent may no longer be the act as Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to such the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 24 contracts

Samples: Trust Agreement (Nissan Auto Lease Trust 2009-B), Trust Agreement (Nissan Auto Lease Trust 2017-A), Trust Agreement (Nissan Auto Leasing LLC Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee. BNY Mellon Trust of Delaware The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor. In the event that the Owner Trustee. If BNY Mellon Trust of Delaware Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.6, 6.7 7.3 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 21 contracts

Samples: Trust Agreement (CarMax Auto Owner Trust 2008-1), Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon resignation or removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder, and any Paying Agent shall be bound by the requirements with respect to paying agents of securities issued pursuant to the Trust Indenture Act. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 21 contracts

Samples: Trust Agreement (TCF Capital I), Trust Agreement (Mbna Corp), Trust Agreement (First Tennessee Capital Iv)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to aboveDistributions. The Owner Administrative Trustee may revoke such power and remove the Paying Agent if Agent, provided that such revocation and removal with respect to the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectnot become effective until the appointment of a successor. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee and acceptable to the Administrative Trustee and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Administrative Trustee and the Depositor, and, if applicable, the Property Trustee, provided that such resignation with respect to the sole Paying Agent shall not become effective until the appointment of a successor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Administrative Trustee shall appoint a successor that is acceptable to the Property Trustee (in the case of any other Paying Agent) and the Depositor to act as Paying Agent (which shall be a bank or trust companycompany and have a combined capital and surplus of at least $50,000,000). The Owner Administrative Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Administrative Trustee to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all of such sums remaining unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds such sums in its possession to the Owner Property Trustee. The provisions of Sections 6.37.01, 6.6, 6.7 7.03 and 6.9 7.06 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 17 contracts

Samples: Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Public Service Enterprise Group Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Trust Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02, and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as Payment Date Certificate delivered in accordance with Section 8.03 of the Depositor is the sole CertificateholderIndenture. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying Any co‑paying agent chosen by BNY Mellon Trust of Delawarethe Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. BNY Mellon Trust of Delaware shall be permitted to resign as Each Paying Agent may resign upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall In the event that a Paying Agent may no longer be the act as Paying Agent, the Transferor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to the Transferor or such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 17 contracts

Samples: Trust Agreement (BMW Vehicle Lease Trust 2021-1), Trust Agreement (BMW Vehicle Lease Trust 2016-1), Trust Agreement (BMW Vehicle Lease Trust 2017-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from in accordance with the Certificate Distribution Account pursuant to Section 5.2 Indenture and shall report the amounts amount of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ prior written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 17 contracts

Samples: Trust Agreement (Mercedes Benz Auto Receivables Trust 2012-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2015-1), Trust Agreement (Daimler Retail Receivables LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY The Bank of New York Mellon Trust of DelawareCompany, National Association, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY The Bank of New York Mellon Trust of Delaware Company, National Association shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY The Bank of New York Mellon Trust of Delaware Company, National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 15 contracts

Samples: Trust Agreement (Ally Auto Receivables Trust 2017-2), Trust Agreement (Ally Auto Receivables Trust 2016-3), Trust Agreement (Ally Auto Receivables Trust 2017-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture and on any Distribution Date on which any Certificates are then held solely by the Administrator or one of its Affiliates), the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion receives written notice from the Servicer that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareU.S. Bank National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Servicer, and acceptable to the Owner Trustee and the Certificateholders. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Depositor, the Owner TrusteeTrustee and the Servicer. If BNY Mellon Trust of Delaware In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee Servicer shall appoint a successor to act as Paying Agent (which shall be a another bank or trust company), which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee and the Certificateholders, to act as successor Paying Agent under this Agreement. The Owner Trustee Servicer shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Servicer to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions rights, protections and immunities of Sections 6.3, 6.6, 6.7 the Indenture Trustee under the Indenture and 6.9 the Sale and Servicing Agreement shall apply to the Owner Trustee U.S. Bank National Association also in its role roles as Paying Agent or and Certificate Registrar Registrar, for so long as the Owner Trustee U.S. Bank National Association shall act as Paying Agent or and Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunderRegistrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 14 contracts

Samples: Trust Agreement (Nissan Auto Receivables 2017-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2016-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2017-C Owner Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders from the Certificate Distribution Account amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee or, if the Paying Agent is also the Owner Trustee, to the Indenture Trustee. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.36.04, 6.67.01, 6.7 7.03, 7.04, 7.05, 7.06, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or and Certificate Registrar Registrar, for so long as the Owner Trustee shall act as Paying Agent or and Certificate Registrar and, to the extent applicable, to any other paying agent, agent or certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein or in the Sale and Servicing Agreement, the Paying Agent may request direction from the Depositor as to the interpretation and/or methodology to be used, and the Paying Agent shall follow such direction and shall be entitled to conclusively rely thereon without any responsibility therefor. Upon receiving such request from the Paying Agent, the Depositor shall, prior to the date of distribution occurring immediately following such a request, deliver a written direction to the Paying Agent setting forth the interpretation and/or methodology to be used.

Appears in 14 contracts

Samples: Trust Agreement (Toyota Auto Receivables 2016-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2017-C Owner Trust), Trust Agreement (Toyota Auto Receivables 2017-a Owner Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines is directed by the Administrator in its sole discretion writing that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Administrator. BNY Mellon Trust of Delaware The Indenture Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner TrusteeAdministrator. If BNY Mellon Trust of Delaware the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written direction from the Administrator, shall appoint a successor to act as Paying Agent (which shall be a bank bank, insurance company or trust company). The Owner Trustee Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrator to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Indenture Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Indenture Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, shall also apply to any other paying agent, certificate registrar or authenticating agent appointed hereunder. The rights, protections, indemnities and immunities of the Indenture Trustee under the Indenture and the Servicing Agreement shall apply to the Indenture Trustee in its roles as Paying Agent and Certificate Registrar for so long as the Indenture Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, shall also apply to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 13 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2022-P2), Trust Agreement (Carvana Auto Receivables Trust 2022-P2), Trust Agreement (Carvana Auto Receivables Trust 2021-P3)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawareand acceptable to the Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Trustee shall no longer not be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 13 contracts

Samples: Execution Copy (CNH Receivables Inc), Trust Agreement (CNH Capital Receivables Inc), Trust Agreement (CNH Capital Receivables Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareU.S. Bank National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon Trust of Delaware In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.6, 6.7 7.03 and 6.9 7.04 hereof and Section 6.07 of the Indenture shall apply to the Owner Trustee also U.S. Bank National Association or any affiliate thereof in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee U.S. Bank National Association or any affiliate thereof shall act as Paying Agent or Certificate Registrar andRegistrar, and to the extent applicable, to any other paying agent, certificate registrar or authenticating paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 12 contracts

Samples: Trust Agreement (John Deere Owner Trust 2019), Trust Agreement (John Deere Owner Trust 2019-B), Trust Agreement (John Deere Owner Trust 2018-B)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 12 contracts

Samples: Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Associates First Capital Iii), Trust Agreement (Atlas Air Capital Iii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Wilmington Trust of DelawareCompany, and any co-paying agent chosen by BNY Mellon the Owner Trustee. Wilmington Trust of Delaware. BNY Mellon Trust of Delaware Company shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon In the event that Wilmington Trust of Delaware Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 12 contracts

Samples: Trust Agreement (Mmca Auto Owner Trust 2001-4), Trust Agreement (Mmca Auto Owner Trust 2002-4), Trust Agreement (Mmca Auto Receivables Trust Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee. BNY Mellon Trust of Delaware The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor. In the event that the Owner Trustee. If BNY Mellon Trust of Delaware Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3Section 7.1, 6.6, 6.7 Section 7.3 and 6.9 Section 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 11 contracts

Samples: Trust Agreement (CarMax Auto Owner Trust 2015-4), Trust Agreement (CarMax Auto Owner Trust 2013-4), Trust Agreement (CarMax Auto Owner Trust 2014-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders from the Certificate Distribution Account amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee or, if the Paying Agent is also the Owner Trustee, to the Indenture Trustee. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.36.04, 6.67.01, 6.7 7.03, 7.04, 7.05, 7.06, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or and Certificate Registrar Registrar, for so long as the Owner Trustee shall act as Paying Agent or and Certificate Registrar and, to the extent applicable, to any other paying agent, agent or certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein or in the Sale and Servicing Agreement, the Paying Agent may request direction from the Depositor as to the interpretation and/or methodology to be used, and the Paying Agent shall follow such direction and shall be entitled to conclusively rely thereon without any responsibility therefor. Upon receiving such request from the Paying Agent, the Depositor shall, prior to the date of distribution occurring immediately following such a request, deliver a written direction to the Paying Agent setting forth the interpretation and/or methodology to be used.

Appears in 11 contracts

Samples: Trust Agreement (Toyota Auto Receivables 2018-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2018-a Owner Trust), Trust Agreement (Toyota Auto Finance Receivables LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Wilmington Trust of DelawareCompany, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee, and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee, to the Owner Trustee. If BNY Mellon In the event that Wilmington Trust of Delaware Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 10 contracts

Samples: Trust Agreement (Nissan Auto Receivables 2004-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2002 B Owner Trust), Trust Agreement (Nissan Auto Receivables 2002 C Owner Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the AART Owner Trustee and the ServicerAdministrator; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The AART Owner Trustee may revoke such power and remove the Paying Agent if the AART Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and any co-paying agent chosen by BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and acceptable to the AART Owner Trustee. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the AART Owner Trustee. If BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall no longer be the Paying Agent, the AART Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The AART Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the AART Owner Trustee to execute and deliver to the AART Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the AART Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the AART Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the AART Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the AART Owner Trustee also in its role as Paying Agent or Certificate Registrar Registrar, for so long as the AART Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 10 contracts

Samples: Trust Agreement (Ally Auto Assets LLC), Trust Agreement (Ally Auto Receivables Trust 2013-Sn1), Trust Agreement (Ally Auto Assets LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from in accordance with the Certificate Distribution Account pursuant to Section 5.2 Indenture and shall report the amounts amount of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, at the direction of the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests, may revoke such power and remove the Paying Agent if the Owner Trustee majority Holders determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ prior written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 10 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2019-1), Trust Agreement (Daimler Trucks Retail Trust 2020-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2020-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Trustee may appoint a Paying Agent shall make distributions to Certificateholders from (which may be the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account Trustee) for the purpose of making the distributions referred to aboveCertificateholders hereunder. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by (if other than the Owner Trustee Trustee) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, sums held by it for the payment to Certificateholders in an Eligible Account, on behalf of the Certificateholders Trustee, in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such the Certificateholders. The Paying Agent shall return all unclaimed All funds remitted by the Trustee to the Owner Trustee and upon removal of a Paying Agent any such Paying Agent for the purpose of making distributions shall also return all funds in its possession be paid to Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to If the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as is not the Owner Trustee, the Trustee shall act as Paying Agent or Certificate Registrar and, cause to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement be remitted to the Paying Agent on or before the Business Day prior to each Distribution Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date. Any Paying Agent shall include any co-paying agent be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. In addition, the Paying Agent (if other than the Trustee) (i) may not be an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor unless the context requires otherwisePaying Agent is in an institutional trust department of the Paying Agent, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Paying Agent, or the equivalent rating by S&P. If no successor Paying Agent shall have been appointed and shall have accepted appointment within 60 days after the Paying Agent ceases to be the Paying Agent pursuant to this Section 3.08, then the Trustee shall perform the duties of the Paying Agent pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Paying Agent.

Appears in 9 contracts

Samples: Trust Agreement (Structured Asset Securities Corp. 2005-15), Trust Agreement (Structured Asset Securities Corp Trust 2005-6), Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2005-10)

Appointment of Paying Agent. Except The Owner Trustee may appoint a Paying Agent with respect to the Certificates. The Owner Trustee hereby appoints Chase as otherwise provided in Section 5.2, the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account, make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or for other good cause. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrustee and the Servicer. If BNY Mellon Trust of Delaware In the event that Chase shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust companycompany and may be the Owner Trustee), with the consent of the Depositor (which consent shall not be unreasonably withheld). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee (unless it is the Owner Trustee) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon the removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4, 7.6, 8.1 and 6.9 8.2 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 9 contracts

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 1998-C), Trust Agreement (Chase Manhattan Auto Owner Trust 2001 A), Trust Agreement (Chase Manhattan Bank Usa)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon resignation or removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder, and any Paying Agent shall be bound by the requirements with respect to paying agents of securities issued pursuant to the Trust Indenture Act. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 9 contracts

Samples: Trust Agreement (Susquehanna Bancshares Inc), Trust Agreement (JPMorgan Chase Capital XVI), Trust Agreement (J P Morgan Chase & Co)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 9 contracts

Samples: Trust Agreement (Hartford Financial Services Group Inc/De), Trust Agreement (Principal Financial Group Inc), Trust Agreement (AmerUs Capital V)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Xxxxx Fargo Delaware Trust of DelawareCompany, N.A., and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon In the event that Xxxxx Fargo Delaware Trust of Delaware Company, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04, 8.01 and 6.9 8.02 shall apply to the Owner Trustee or any affiliate thereof also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee or any affiliate thereof shall act as Paying Agent or Certificate Registrar andRegistrar, and to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (John Deere Owner Trust 2016), Trust Agreement (John Deere Owner Trust 2016), Trust Agreement (John Deere Owner Trust 2014)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee must be acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (Ifc Capital Trust Ii), Trust Agreement (American Bank Inc), Trust Agreement (Wintrust Capital Trust Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (Cfac Capital I), Trust Agreement (Praegitzer Industries Inc), Trust Agreement (Downey Financial Capital Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, provided that no such reports shall be required so long as the Depositor Seller is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and any co-paying agent chosen by BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and acceptable to the Owner Trustee. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (Capital Auto Receivables Inc), Trust Agreement (Capital Auto Receivables Inc), Trust Agreement (Capital Auto Receivables Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareU.S. Bank National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon Trust of Delaware In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 7.01 and 6.9 7.04 hereof and Section 6.07 of the Indenture shall apply to the Owner Trustee also U.S. Bank National Association or any affiliate thereof in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee U.S. Bank National Association or any affiliate thereof shall act as Paying Agent or Certificate Registrar andRegistrar, and to the extent applicable, to any other paying agent, certificate registrar or authenticating paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (John Deere Owner Trust 2021-B), Trust Agreement (John Deere Owner Trust 2021-B), Trust Agreement (John Deere Owner Trust 2021)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Trust Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02, and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as Payment Date Certificate delivered in accordance with Section 8.03 of the Depositor is the sole CertificateholderIndenture. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any Any co-paying agent chosen by BNY Mellon Trust of Delawarethe Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. BNY Mellon Trust of Delaware shall be permitted to resign as Each Paying Agent may resign upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall In the event that a Paying Agent may no longer be the act as Paying Agent, the Transferor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to the Transferor or such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (BMW Auto Leasing LLC), Trust Agreement (BMW Auto Leasing LLC), Trust Agreement (BMW Vehicle Lease Trust 2012-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be BNY Mellon Trust of Delaware, The Chase Manhattan Bank and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that The Chase Manhattan Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Moodx'x xxx BBB- from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating.

Appears in 8 contracts

Samples: Trust Agreement (WFS Receivables Corp), Trust Agreement (WFS Financial Auto Loans Inc), Trust Agreement (WFS Financial Auto Loans Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon U.S. Bank Trust of DelawareCompany, National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon In the event that U.S. Bank Trust of Delaware Company, National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 7.01 and 6.9 7.04 hereof and Section 6.07 of the Indenture shall apply to the Owner Trustee also U.S. Bank Trust Company, National Association or any affiliate thereof in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee U.S. Bank Trust Company, National Association or any affiliate thereof shall act as Paying Agent or Certificate Registrar andRegistrar, and to the extent applicable, to any other paying agent, certificate registrar or authenticating paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 8 contracts

Samples: Trust Agreement (Deere John Capital Corp), Trust Agreement (Deere John Capital Corp), Trust Agreement (John Deere Receivables LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Ifc Capital Trust I), Trust Agreement (Quad City Holdings Inc), Trust Agreement (Wintrust Capital Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Wilmington Trust of DelawareCompany, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee, and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee, to the Owner Trustee. If BNY Mellon In the event that Wilmington Trust of Delaware Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Nissan Auto Receivables 2010-a Owner Trust), Trust Agreement (Nissan Auto Receivables Corp Ii), Trust Agreement (Nissan Auto Receivables Corp Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Owner Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee, and acceptable to the Master Servicer. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrustee and the Master Servicer. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Chec Asset Receivables Corp), Trust Agreement (Chec Asset Receivables Corp), Trust Agreement (Gs Mortgage Securities Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Lincoln National Corp), Trust Agreement (Lincoln National Corp), Trust Agreement (Lincoln National Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee must be acceptable to the Administrative Trustees and the Depositor. The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Any Person acting as Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Yardville Capital Trust), Trust Agreement (Southwest Bancorp Inc), Trust Agreement (Southwest Bancorp Inc)

Appointment of Paying Agent. Except The Owner Trustee, on behalf of the Trust, hereby appoints the Trust Agent as otherwise provided in Section 5.2, the Paying Agent under this Agreement. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Owners pursuant to Section 5.2 5.01 hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee on behalf of the Trust may revoke such power and remove the Paying Agent if the Owner Trustee determines is directed in its sole discretion that writing to do so by the Administrator. Each Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrust. If BNY Mellon In the event that the Trust of Delaware Agent shall no longer be the Paying Agent, the Owner Trustee Administrator shall appoint a successor to act as Paying Agent (which shall be a bank or trust companycompany acceptable to the Insurer). The Owner Trustee Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Owners in trust for the benefit of the Certificateholders Owners entitled thereto until such sums shall be paid to such Certificateholdersthe Owners. The Paying Agent shall return all unclaimed funds to the Owner Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeTrust. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee Trust Agent also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Trust Agent shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything herein to the contrary, the Trust Agent and the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Sale and Servicing Agreement, unless an Insurer Default has occurred and is continuing. In such event, the Trust Agent and the Paying Agent shall resign and the Owner Trustee shall assume the duties and obligations of the Trust Agent and the Paying Agent hereunder and under the Sale and Servicing Agreement.

Appears in 7 contracts

Samples: Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee. BNY Mellon Trust of Delaware The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor. In the event that the Owner Trustee. If BNY Mellon Trust of Delaware Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3Section 7.1, 6.6, 6.7 Section 7.3 and 6.9 Section 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (CarMax Auto Owner Trust 2016-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and any co-paying agent chosen by BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and acceptable to the Owner Trustee. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (Capital Auto Receivables Asset Trust 2007-3), Trust Agreement (Capital Auto Receivables Asset Trust 2007-1), Trust Agreement (Capital Auto Receivables Asset Trust 2007-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawareand acceptable to the Trustee. BNY Mellon Trust of Delaware The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Trustee shall no longer not be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 7 contracts

Samples: Trust Agreement (CNH Capital Receivables Inc), Trust Agreement (CNH Equipment Trust 2007-A), Trust Agreement (CNH Equipment Trust 2006-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Trust Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02, and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as Payment Date Certificate delivered in accordance with Section 8.03 of the Depositor is the sole CertificateholderIndenture. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank Trust Company, National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying Any co‑paying agent chosen by BNY Mellon Trust of Delawarethe Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. BNY Mellon Trust of Delaware shall be permitted to resign as Each Paying Agent may resign upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall In the event that a Paying Agent may no longer be the act as Paying Agent, the Transferor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to the Transferor or such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (BMW Vehicle Lease Trust 2023-2), Trust Agreement (BMW Vehicle Lease Trust 2023-1), Trust Agreement (BMW Vehicle Lease Trust 2023-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as ’s Certificate delivered in accordance with Section 4.09 of the Depositor is the sole CertificateholderSale and Servicing Agreement. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee or the Depositor may revoke such power and remove the Paying Agent if the Owner Trustee or the Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee or the Depositor shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be BNY Mellon Trust of DelawareU.S. Bank National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Trust. BNY Mellon Trust of Delaware U.S. Bank National Association shall be permitted to resign as Paying Agent upon thirty (30) days’ 30 days written notice to the Trust, the Depositor and the Owner Trustee. If BNY Mellon Trust of Delaware In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Depositor and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeDepositor. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (BMW Fs Securities LLC), Trust Agreement (BMW Fs Securities LLC), Trust Agreement (BMW Vehicle Owner Trust 2016-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as ’s Certificate delivered in accordance with Section 4.09 of the Depositor is the sole CertificateholderSale and Servicing Agreement. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee or the Depositor may revoke such power and remove the Paying Agent if the Owner Trustee or the Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee or the Depositor shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be BNY Mellon Trust of DelawareU.S. Bank National Association, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Trust. BNY Mellon Trust of Delaware U.S. Bank National Association shall be permitted to resign as Paying Agent upon thirty (30) days’ days written notice to the Trust, the Depositor and the Owner Trustee. If BNY Mellon Trust of Delaware In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Depositor and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeDepositor. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (BMW Vehicle Owner Trust 2018-A), Trust Agreement (BMW Vehicle Owner Trust 2018-A), Trust Agreement (BMW Vehicle Owner Trust 2020-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (Mellon Bank Corp), Trust Agreement (Wells Fargo Capital Iii), Trust Agreement (WSFS Financial Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions and other payments provided hereby to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions and payments to the Owner Trustee Administrative Trustees and the Servicer; provided, however, that no if such reports Paying Agent shall be required so long as other than the Depositor is Property Trustee to the sole CertificateholderProperty Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to aboveDistributions and payments provided hereby. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and it may choose any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees and the Depositor. If BNY Mellon Trust of Delaware In the event that a Paying Agent shall no longer resign or be the Paying Agentremoved, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (DRH Regrem Xii Lp), Trust Agreement (HPH Homebuilders 2000 Lp), Trust Agreement (HPH Homebuilders 2000 Lp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions and other payments provided hereby to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions and payments to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to aboveDistributions and payments provided hereby. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and it may choose any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees and the Depositor. If BNY Mellon Trust of Delaware In the event that a Paying Agent shall no longer resign or be the Paying Agentremoved, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 6 contracts

Samples: Trust Agreement (Defs Capital Trust I), Trust Agreement (Citizens Communications Co), Trust Agreement (Duke Capital Financing Trust Vi)

Appointment of Paying Agent. Except The Owner Trustee may appoint a Paying Agent with respect to the Certificates. The Owner Trustee hereby appoints JPMorgan Chase Bank as otherwise provided in Section 5.2, the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account, make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or for other good cause. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrustee and the Servicer. If BNY Mellon Trust of Delaware In the event that JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust companycompany and may be the Owner Trustee), with the consent of the Depositor (which consent shall not be unreasonably withheld). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee (unless it is the Owner Trustee) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon the removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4, 7.6, 8.1 and 6.9 8.2 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2003-A), Trust Agreement (Chase Manhattan Auto Trust 2004-A), Trust Agreement (Chase Manhattan Auto Owner Trust 2002-B)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Silicon Valley Bancshares), Trust Agreement (BFC Capital Trust Ii), Trust Agreement (Bancfirst Corp /Ok/)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Trust Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02, and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as Payment Date Certificate delivered in accordance with Section 8.03 of the Depositor is the sole CertificateholderIndenture. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be Citibank, N.A. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any Any co-paying agent chosen by BNY Mellon Trust of Delawarethe Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. BNY Mellon Trust of Delaware shall be permitted to resign as Each Paying Agent may resign upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall In the event that a Paying Agent may no longer be the act as Paying Agent, the Transferor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to the Transferor or such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (BMW Vehicle Lease Trust 2011-1), Trust Agreement (BMW Vehicle Lease Trust 2010-1), Trust Agreement (BMW Vehicle Lease Trust 2010-1)

Appointment of Paying Agent. Except The Owner Trustee, on behalf of the Trust, hereby appoints the Trust Agent as otherwise provided in Section 5.2, the Paying Agent under this Agreement. The Paying Agent shall make distributions to Certificateholders and to Residual Interestholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee on behalf of the Trust may revoke such power and remove the Paying Agent if the Owner Trustee determines is directed in its sole discretion that writing to do so by the Administrator. Each Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrust. If BNY Mellon In the event that the Trust of Delaware Agent shall no longer be the Paying Agent, the Owner Trustee Administrator shall appoint a successor to act as Paying Agent (which shall be a bank or trust companycompany acceptable to the Insurer). The Owner Trustee Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders and to the Residual Interestholders in trust for the benefit of the Certificateholders and the Residual Interestholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholders and Residual Interestholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeTrust. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee Trust Agent also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Trust Agent shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything herein to the contrary, the Trust Agent and the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Sale and Servicing Agreement, unless an Insurer Default has occurred and is continuing. In such event, the Trust Agent and the Paying Agent shall resign and the Owner Trustee shall assume the duties and obligations of the Trust Agent and the Paying Agent hereunder and under the Sale and Servicing Agreement.

Appears in 5 contracts

Samples: Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be BNY Mellon Trust of DelawareThe Chase Manhattan Bank, and any co-paying agent chosen by BNY Mellon Trust of DelawareThe Chase Manhattan Bank and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Chase Manhattan Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that The Chase Manhattan Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (First Merchants Acceptance Corp), Trust Agreement (First Merchants Acceptance Corp), Trust Agreement (Premier Auto Trust 1996-4)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant and if the Preferred Securities are held in book-entry form and registered to Section 5.2 the Clearing Agency or its nominee, the Clearing Agency or its nominee will in turn make Distributions to the Owners thereof, and the Paying Agent shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Central Power & Light Co /Tx/), Trust Agreement (Public Service Co of Oklahoma), Trust Agreement (Central Power & Light Co /Tx/)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Collection Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder until such sums are paid to the Certificateholder. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04, 7.05, 7.06, 8.01 and 6.9 8.02 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Auto Finance Receivables LLC), Trust Agreement (Toyota Auto Finance Receivables LLC)

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Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be BNY Mellon Deutsche Bank Trust of DelawareCompany Americas, and any co-paying agent chosen by BNY Mellon the Depositor. Deutsche Bank Trust of Delaware. BNY Mellon Trust of Delaware Company Americas shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon In the event that Deutsche Bank Trust of Delaware Company Americas shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.36.03, 6.66.06, 6.7 6.07 and 6.9 6.09 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Auto Receivables Trust 2015-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be BNY Mellon Trust of DelawareThe Chase Manhattan Bank, and any co-paying agent chosen chose by BNY Mellon Trust of DelawareThe Chase Manhattan Bank and acceptable to the Owner Trustee. BNY Mellon Trust of Delaware The Chase Manhattan Bank shall be permitted to resign as Paying Agent upon thirty (30) days’ 30 day's written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that The Chase Manhattan Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which successor shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3Section 7.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Premier Auto Trust 1997-2), Trust Agreement (Premier Auto Trust 1998-1), Trust Agreement (Premier Auto Trust 1997 1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Owner Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee. BNY Mellon Trust of Delaware The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor. In the event that the Owner Trustee. If BNY Mellon Trust of Delaware Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3Section 7.1, 6.6, 6.7 Section 7.3 and 6.9 Section 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (CarMax Auto Owner Trust 2012-3), Trust Agreement (CarMax Auto Owner Trust 2012-1), Trust Agreement (CarMax Auto Owner Trust 2013-2)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and the Bank. The Paying Agent may choose any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 5 contracts

Samples: Trust Agreement (Wisconsin Energy Corp), Trust Agreement (Applied Power Capital Trust Ii), Trust Agreement (Owens Corning Capital Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the Paying Agent if the Owner such Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations obligation under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Administrative Trustee and the Property Trustee. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders, and the Paying Agent, if other than the Property Trustee, shall give such Property Trustee notice of any default in the making of any payment on the Trust Securities. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Crescent Capital Trust I), Trust Agreement (Metropolitan Capital Trust Ii), Trust Agreement (Metropolitan Financial Corp /Oh/)

Appointment of Paying Agent. Except as otherwise provided In the event that the Preferred Securities are not in Section 5.2book-entry form only, the Trust shall maintain in the Borough of Manhattan, City of New York, an office or agency (the "Paying Agent") where the Preferred Securities may be presented for payment. The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderRegular Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Regular Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee and acceptable to the Regular Trustees and the Sponsor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeProperty Trustee and the Sponsor; provided, however, that no such resignation of the Paying Agent shall be effective until a successor Paying Agent has been appointed and has accepted such appointment by instrument executed by such successor Paying Agent and delivered to the Trust, the Sponsor and the resigning Paying Agent. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Regular Trustees shall appoint a successor that is acceptable to the Property Trustee and the Sponsor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Each successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trustees that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such Certificateholderseach Securityholder. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (SNH Nebraska Inc), Trust Agreement (Senior Housing Properties Trust), Trust Agreement (SNH Nebraska Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the any Paying Agent if the Owner Trustee determines such Administrative Trustees determine in its their sole discretion that the such Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ 30 days written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Bancorpsouth Inc), Trust Agreement (Bancorpsouth Inc), Trust Agreement (Bancorpsouth Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc), Trust Agreement (CFB Capital Iv)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware________________________, and any co-paying agent chosen by BNY Mellon Trust of Delaware________________________, and acceptable to Owner Trustee. BNY Mellon Trust of Delaware Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to Owner Trustee and Servicer. In the Owner Trustee. If BNY Mellon Trust of Delaware event that ________________________ shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Wells Fargo Auto Receivables Corp), Trust Agreement (M&i Dealer Auto Securitization LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (PCC Capital I), Trust Agreement (PCC Capital I), Trust Agreement (Pacific Crest Capital Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 hereof and shall report the amounts of such distributions to the Delaware Trustee and Co-Owner Trustee and (if different from the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderPaying Agent). Any Paying Agent (if different from the Co-Owner Trustee) shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Co-Owner Trustee (if different from the Paying Agent) may revoke such power and remove the Paying Agent if the Co-Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareFirstar Bank, National Association, and any co-paying agent chosen by BNY Mellon Trust of DelawareFirstar Bank, National Association. BNY Mellon Trust of Delaware Firstar Bank, National Association shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Delaware Trustee. If BNY Mellon Trust of Delaware In the event that Firstar Bank, National Association shall no longer be the Paying Agent, the Co-Owner Trustee with the written consent of the Delaware Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Co-Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Co-Owner Trustee to execute and deliver to the Co-Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Co-Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent (if different from the Co-Owner Trustee) shall return all unclaimed funds to the Co-Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Co-Owner TrusteeTrustee (if different from the Paying Agent). The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.2 hereof shall apply to the Co-Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Co-Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Student Loan Funding LLC), Trust Agreement (Student Loan Funding LLC), Trust Agreement (Student Loan Funding LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations obligation under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee to act as Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders, and the Paying Agent, if other than the Property Trustee, shall give such Property Trustee notice of any default in the making of any payment on the Trust Securities. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Southern Community Financial Corp), Trust Agreement (Southern Community Financial Corp), Trust Agreement (Southern Community Capital Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and in accordance with the Servicer; provided, however, that no such reports shall be required so long as ’s Certificate delivered in accordance with Section 4.09 of the Depositor is the sole CertificateholderSale and Servicing Agreement. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee or the Depositor may revoke such power and remove the Paying Agent if the Owner Trustee or the Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee or the Depositor shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be BNY Mellon U.S. Bank Trust of DelawareCompany, National Association, and any co-paying agent chosen by BNY Mellon the Trust. U.S. Bank Trust of Delaware. BNY Mellon Trust of Delaware Company, National Association shall be permitted to resign as Paying Agent upon thirty (30) days’ days written notice to the Trust, the Depositor and the Owner Trustee. If BNY Mellon In the event that U.S. Bank Trust of Delaware Company, National Association shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Depositor and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeDepositor. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Amended and Restated Trust Agreement (BMW Vehicle Owner Trust 2022-A), Amended and Restated Trust Agreement (BMW Vehicle Owner Trust 2023-A), Trust Agreement (BMW Vehicle Owner Trust 2022-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 5.02 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be BNY Mellon Trust of DelawareThe Chase Manhattan Bank, and any co-paying agent chosen by BNY Mellon Wilmington Trust of DelawareCompany. BNY Mellon Trust of Delaware The Chase Manhattan Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that The Chase Manhattan Bank shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 8.01 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (BMW Vehicle Owner Trust 2001-A), Trust Agreement (SSB Vehicle Sec Huntington Auto Trust 2000-A), Trust Agreement (BMW Vehicle Owner Trust 2001-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from in accordance with the Certificate Distribution Account pursuant to Section 5.2 Indenture and shall report the amounts amount of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, at the direction of the Majority Certificateholders, may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion such Holders determine that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ prior written notice to the Owner TrusteeTrustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Daimler Trucks Retail Trust 2023-1), Trust Agreement (Daimler Trucks Retail Trust 2022-1), Trust Agreement (Daimler Trucks Retail Trust 2022-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, provided that no such reports shall be required so long as the Depositor Seller is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Bankers Trust of DelawareCompany, and any co-paying agent chosen by BNY Mellon Bankers Trust of DelawareCompany, and acceptable to the Owner Trustee. BNY Mellon Bankers Trust of Delaware Company shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Bankers Trust of Delaware Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 4 contracts

Samples: Trust Agreement (Capital Auto Receivables Inc), Trust Agreement (Capital Auto Receivables Inc), Trust Agreement (Capital Auto Receivables Inc)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2The Trustee may appoint --------------------------- one or more paying agents (each, a "PAYING AGENT") with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to Certificateholders of such Series from the Certificate Distribution Account for such Series pursuant to Section 5.2 the provisions of the applicable Series Supplement and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the such Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Trustee and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Trustee and acceptable to the Depositor, including, if and so long as any Series or Class within such Series is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another European city. BNY Mellon Trust of Delaware Any Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written ' notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall it will hold all sums, if any, held by it for payment distribution to the Certificateholders Certificate-holders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid distributed to such CertificateholdersCertificateholders and will agree to such other matters as are required by Section 317(b) of the Trust Indenture Act. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.01, 6.67.03, 6.7 7.04 and 6.9 7.06 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunderAgent. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.12 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.

Appears in 4 contracts

Samples: Elmwood Funding LTD, Elmwood Funding LTD, Elmwood Funding LTD

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the any Paying Agent if the Owner Trustee determines such Administrative Trustees determine in its their sole discretion that the such Paying Agent shall have failed to perform its obligations under this Agreement Declaration of Trust in any material respect. The Paying Agent shall initially be BNY Mellon the Trust of DelawareCompany, and any co-paying agent chosen by BNY Mellon the Trust of DelawareCompany and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon In the event that the Trust of Delaware Company shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that Trustees that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 herein shall apply to the Owner Trustee Trust Company also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Trust Company shall act as Paying Agent or Certificate Registrar and, and to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement Declaration of Trust to the Paying Agent shall include any co-paying agent agent, unless the context requires otherwise.

Appears in 3 contracts

Samples: Southern Financial Capital Trust I, Guaranty Capital Trust I, Highlands Capital Trust I

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 5.02(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareWachovia Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' prior written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that Wachovia Bank shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Wachovia Auto Owner Trust 2005-B), Trust Agreement (Wachovia Auto Owner Trust 2005-A), Trust Agreement (Wachovia Auto Owner Trust 2004-B)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, provided that no such reports shall be required so long as the Depositor Seller is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of DelawareJPMorgan Chase Bank. BNY Mellon Trust of Delaware JPMorgan Chase Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Superior Wholesale Inventory Financing Trust Ix), Trust Agreement (Wholesale Auto Receivables Corp), Trust Agreement (Superior Wholesale Inventory Financing Trust X)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations obligation under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Administrative Trustees and the Property Trustee. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee to act as Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders, and the Paying Agent, if other than the Property Trustee, shall give such Property Trustee notice of any default in the making of any payment on the Trust Securities. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Carolina Bank Holdings Inc), Trust Agreement (American Community Bancshares Inc), Trust Agreement (Apab Capital Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 5.02(a) and shall report the amounts amount of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' prior written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (WDS Receivables LLC), Trust Agreement (Wachovia Auto Loan Owner Trust 2008-1), Trust Agreement (Wachovia Auto Owner Trust 2006-A)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account solely for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the any Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectdiscretion. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) that is reasonably acceptable to the Administrative Trustees to act as Paying Agent. The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to Administrative Trustees shall execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Eagle Bancshares Inc), Trust Agreement (Sal Trust Preferred Fund I), Trust Agreement (Premier Bancshares Inc /Ga)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and Co-Owner Trustee (if different from the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderPaying Agent). Any Paying Agent (if different from the Co-Owner Trustee) shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Co-Owner Trustee (if different from the Paying Agent) may revoke such power and remove the Paying Agent if the Co-Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareFifth Third Bank, and any co-paying agent chosen by BNY Mellon Trust of DelawareFifth Third Bank. BNY Mellon Trust of Delaware Fifth Third Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Co-Owner Trustee and the Owner Trustee. If BNY Mellon Trust of Delaware In the event that Fifth Third Bank shall no longer be the Paying Agent, the Co-Owner Trustee with the written consent of the Owner Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Co-Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Co-Owner Trustee to execute and deliver to the Co-Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Co-Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent (if different from the Co-Owner Trustee) shall return all unclaimed funds to the Co-Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Co-Owner TrusteeTrustee (if different from the Paying Agent). The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.2 shall apply to the Co-Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Co-Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Education Capital I LLC), Trust Agreement (Education Capital I LLC), Trust Agreement (Education Funding Capital Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware[ ], and any co-paying agent chosen by BNY Mellon Trust of Delaware[ ]. BNY Mellon Trust of Delaware [ ] shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware [ ] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Ally Auto Assets LLC), Trust Agreement (Ally Auto Assets LLC), Trust Agreement (Ally Auto Assets LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Bank, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Bank,and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Bank shall no longer be the Paying Agent, Agent or a successor Paying Agent shall resign or its authority to act be revoked,the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. .The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee Bank shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement and Agreement (Lincoln National Capital Vi), Expenses and Liabilities (Lincoln National Capital Vi), Expenses and Liabilities (Lincoln National Capital Vi)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account solely for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Administrative Trustees hereby appoint Wilmington Trust Company as the initial Paying Agent shall initially be BNY Mellon Trust of DelawareAgent, and authorize Wilmington Trust Company to designate any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon In the event that Wilmington Trust of Delaware Company shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent Agent, any co-paying agent designated by Wilmington Trust Company or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Issuer Trustees an instrument in which such successor Paying Agent Agent, co-paying agent or additional Paying Agent shall agree with the Owner Trustee Issuer Trustees that as Paying Agent, such successor Paying Agent Agent, co-paying agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1 (other than (c), 6.6(d)(i), 6.7 (d)(iii) and 6.9 (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply also to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee it shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder, in the same manner that by their terms they apply to the Property Trustee, mutatis mutandis, as modified by the terms of the Agent Agreement. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Wells Fargo & Co/Mn), Trust Agreement (Wells Fargo & Co/Mn), Trust Agreement (Wells Fargo Capital XVIII)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee, and acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ 30 days written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 herein shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Us Home & Garden Trust I), Trust Agreement (Easy Gardener Products LTD), Trust Agreement (Us Home & Garden Trust I)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the ServicerTrustee; provided, however, provided that no such reports this reporting shall not be required so long where the Owner Trustee is serving as the Depositor is the sole CertificateholderPaying Agent. Any Paying Agent shall have the revocable power power, upon direction from the Administrator, with written copy provided to the Owner Trustee, to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Owner Trustee. BNY Mellon Trust of Delaware Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeTrustee and the Servicer. If BNY Mellon Trust of Delaware In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Capital One Auto Finance Trust 2002-A), Trust Agreement (Capital One Auto Receivables Trust 2001-B), Trust Agreement (Capital One Auto Receivables LLC)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon the Grantor Trust of DelawareTrustee, and any co-paying agent chosen by BNY Mellon the Grantor Trust of DelawareTrustee. BNY Mellon The Grantor Trust of Delaware Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner TrusteeAdministrator. If BNY Mellon the Grantor Trust of Delaware Trustee shall no longer be the Paying Agent, the Owner Trustee Grantor Trust Trustee, upon receipt of written direction from the Administrator shall appoint a successor to act as Paying Agent (which shall be a bank bank, insurance company or trust company). The Owner Trustee Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrator to execute and deliver to the Owner Grantor Trust Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Grantor Trust Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Grantor Trust Certificateholder in trust for the benefit of the Certificateholders Grantor Trust Certificateholder entitled thereto until such sums shall be paid to such Certificateholdersthe Grantor Trust Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Grantor Trust Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Grantor Trust Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Grantor Trust Trustee also in its role as Paying Agent or Grantor Trust Certificate Registrar for so long as the Owner Grantor Trust Trustee shall act as Paying Agent or Grantor Trust Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar Grantor Trust Certificate Registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Grantor Trust Agreement (Carvana Auto Receivables Trust 2020-P1), Grantor Trust Agreement (Carvana Auto Receivables Trust 2020-P1), Carvana Receivables Depositor LLC

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, provided that no such reports shall be required so long as the Depositor Seller is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of DelawareThe Chase Manhattan Bank. BNY Mellon Trust of Delaware The Chase Manhattan Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner Trustee. If BNY Mellon Trust of Delaware The Chase Manhattan Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Wholesale Auto Receivables Corp), Trust Agreement (Wholesale Auto Receivables Corp), Trust Agreement (Wholesale Auto Receivables Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Trust Agreement Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account solely for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Administrative Trustees hereby appoint Wilmington Trust Company as the initial Paying Agent shall initially be BNY Mellon Trust of DelawareAgent, and authorize Wilmington Trust Company to designate any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon In the event that Wilmington Trust of Delaware Company shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent Agent, any co-paying agent designated by Wilmington Trust Company or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Issuer Trustees an instrument in which such successor Paying Agent Agent, co-paying agent or additional Paying Agent shall agree with the Owner Trustee Issuer Trustees that as Paying Agent, such successor Paying Agent Agent, co-paying agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1 (other than (c), 6.6(d)(i), 6.7 (d)(iii) and 6.9 (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply also to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee it shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder, in the same manner that by their terms they apply to the Property Trustee, mutatis mutandis, as modified by the terms of the Agent Agreement. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (National City Corp), Trust Agreement (National City Corp), Trust Agreement (National City Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Investor Certificateholders from the Certificate Distribution Collection Account (or any other account or accounts maintained for the benefit of Certificateholders as specified in the related Supplement for any Series) pursuant to Section 5.2 Articles IV and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderV hereof. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account (or any other account or accounts maintained for the benefit of Certificateholders as specified in the related Supplement for any Series) for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, the Trustee and any co-paying agent chosen by BNY Mellon Trust the Transferors and acceptable to the Trustee, including, if and so long as any Series of DelawareInvestor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, a co-paying agent in Luxembourg or the location of such other stock exchange. BNY Mellon Trust of Delaware The Trustee shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeServicer and the Transferors. If BNY Mellon Trust The Transferors shall notify the Rating Agencies of Delaware any resignation or replacement of the Paying Agent. In the event that the Trustee shall no longer be the Paying Agent, the Owner Trustee Transferors shall appoint a successor to act as Paying Agent (which and such successor shall be a bank or trust company)acceptable to the Trustee. The Owner Trustee shall cause such the initial Paying Agent and each successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Transferors to execute and deliver to the Owner Trustee an instrument in which such initial or successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such initial or successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.311.01, 6.6, 6.7 11.02 and 6.9 11.03 of the Agreement shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunderAgent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If specified in the related Supplement for any Series, so long as the Investor Certificates of such Series are outstanding, the Transferors shall, if the Paying Agent is not located in New York City, appoint a co-paying agent in New York City (for Registered Certificates only) acceptable to the Trustee or any other city designated in such Supplement which, if and so long as any Series of Investor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, shall be in Luxembourg or the location required by such other stock exchange.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Centurion Bank), Master Pooling and Servicing Agreement (American Express Centurion Bank)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the (a) The Paying Agent shall make distributions to Investor Certificateholders from the Certificate Distribution Account appropriate account or accounts maintained for the benefit of Certificateholders as specified in this Agreement or the related Supplement for any Series pursuant to Section 5.2 Articles IV and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderV hereof. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account such appropriate account or accounts for the purpose of making the distributions referred to above. The Owner Trustee (or the Transferor if the Trustee is the Paying Agent) may revoke such power and remove the Paying Agent Agent, if the Owner Trustee (or the Transferor if the Trustee is the Paying Agent) determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or for other good cause. The Trustee (or the Transferor if the Trustee is the Paying Agent) shall notify Xxxxx’x, Standard & Poor’s and Fitch of the removal of any Paying Agent. The Paying Agent Agent, unless the Supplement with respect to any Series states otherwise, shall initially be BNY Mellon Trust the Trustee. If any form of DelawareInvestor Certificate is issued as a Global Certificate, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-paying agent chosen by BNY Mellon Trust of Delawarein Luxembourg or another European city. BNY Mellon Trust of Delaware The Trustee shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeServicer and the Transferor. If BNY Mellon Trust of Delaware In the event that the Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.311.01, 6.6, 6.7 11.02 and 6.9 11.03 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunderAgent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If specified in the related Supplement for any Series, so long as the Investor Certificates of such Series are outstanding, the Transferor shall maintain a co-paying agent in New York City (for Registered Certificates only) or any other city designated in such Supplement which, if and so long as any Series of Investor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, shall be in Luxembourg or the location required by such other stock exchange.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BA Master Credit Card Trust II), Pooling and Servicing Agreement, Pooling and Servicing Agreement

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of DelawareThe Chase Manhattan Bank, and any co-paying agent chosen by BNY Mellon Trust of DelawareThe Chase Manhattan Bank, and acceptable to Owner Trustee. BNY Mellon Trust of Delaware Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to Owner Trustee and Servicer. In the Owner Trustee. If BNY Mellon Trust of Delaware event that The Chase Manhattan Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.37.1, 6.67.3, 6.7 7.4 and 6.9 8.1 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Key Consumer Acceptance Corp), Trust Agreement (Key Consumer Acceptance Corp), Trust Agreement (Key Consumer Acceptance Corp)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Payment Account pursuant to Section 5.2 5.02(a) and shall report the amounts amount of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderTrustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Indenture Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Paying Agent that is acceptable to the Owner Trustee and the Depositor. BNY Mellon Trust of Delaware Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ prior written notice to the Owner Trustee. If BNY Mellon Trust of Delaware In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that that, as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as If at any time the Owner Trustee shall act as Paying Agent or Certificate Registrar andAgent, the rights, privileges, protections and indemnities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent, certificate registrar or authenticating agent appointed hereunderthe Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (WDS Receivables LLC), Trust Agreement (Wachovia Auto Owner Trust 2008-A), Trust Agreement (Wachovia Auto Loan Owner Trust 2007-1)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee must be acceptable to the Administrative Trustees and the Depositor. The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Any Person acting as Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.3801, 6.6, 6.7 803 and 6.9 806 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Century Bancorp Capital Trust), Trust Agreement (Abington Bancorp Capital Trust), Trust Agreement (Century Bancorp Capital Trust)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions, Contingent Distributions and other payments provided hereby to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions, Contingent Distributions and payments to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to aboveDistributions, Contingent Distributions and payments provided hereby. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and it may choose any co-paying agent chosen by BNY Mellon Trust of Delawarethat is acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ 30 days written notice to the Owner TrusteeAdministrative Trustees and the Depositor. If BNY Mellon Trust of Delaware In the event that a Paying Agent shall no longer resign or be the Paying Agentremoved, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.01, 6.6, 6.7 8.03 and 6.9 8.06 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (Omnicare Inc), Trust Agreement (Omnicare Inc), Trust Agreement (Omnicare Capital Trust Ii)

Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions Distributions to the Owner Property Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole CertificateholderAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delawarethe Property Trustee, and any co-paying agent chosen by BNY Mellon Trust of Delawarethe Property Trustee must be acceptable to the Administrative Trustees and the Depositor. BNY Mellon Trust of Delaware Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days' written notice to the Owner TrusteeAdministrative Trustees, the Property Trustee and the Depositor. If BNY Mellon Trust of Delaware In the event that the Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 6.38.1, 6.6, 6.7 8.3 and 6.9 8.6 shall apply to the Owner Property Trustee also in its role as Paying Agent or Certificate Registrar Agent, for so long as the Owner Property Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appears in 3 contracts

Samples: Trust Agreement (First Merchants Corp), Trust Agreement (First Merchants Capital Trust I), Trust Agreement (First Merchants Corp)

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