Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificate. Whenever reference is made in this Agreement to the authentication of the Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. (d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6. (e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or
Appears in 19 contracts
Sources: Trust Agreement (Chase Manhattan Bank Usa), Trust Agreement (Chase Manhattan Bank Usa Chase Credit Card Owner Tr 2000-1), Trust Agreement (Chase Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferors and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferors agree to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed indorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee By: Authorized Signatory
Appears in 6 contracts
Sources: Pooling and Servicing Agreement, Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee, By: Authorized Officer
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (BA Master Credit Card Trust II), Pooling and Servicing Agreement
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Sellers and the Servicer. The initial authenticating agent shall be subject to acceptance by the DepositorCitibank.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSellers. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSellers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSellers, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Sellers. The Depositor shall Sellers agree to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. orBy
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee, By: Authorized Officer
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Trustee, the Servicer and the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositora Transferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) 6.09. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.66.09, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee By Authorized Officer
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement, Pooling and Servicing Agreement (Capital One Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate one or more Series which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates of such Series in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificatesuch Certificates. Whenever Wherever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.10, and the Trustee shall be entitled to be reimbursed and the Master Servicer shall reimburse the Trustee for such payments, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.10, the Certificate Certificates of an applicable Series may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: “This is one of the Certificate referred to Certificates described in the within-mentioned Trust AgreementPooling and Servicing Agreement and Series Supplement. orBy:
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. The Indenture Trustee shall be the initial authenticating agent. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.04.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.04, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: “This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementIndenture. or________________________________ ________________________________ as Authenticating Agent for the Indenture Trustee By: ____________________________ Authorized Signatory”
Appears in 3 contracts
Sources: Master Indenture, Master Indenture (Atlanticus Holdings Corp), Master Indenture (Atlanticus Holdings Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSeller.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee, By: Authorized Officer
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 3 contracts
Sources: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSeller.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper -82- or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.6.8, and the Trustee ----------- shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section ------- 11.5. ----
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to ------------- ---- ---- any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate ----------- Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or_____________________________ as Authenticating Agent for the Trustee, By: _____________________________ Authorized Officer
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust), Pooling and Servicing Agreement (Peoples Bank), Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee Indenture Trustee, at the expense of Issuer, may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement the Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Issuer and Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.04.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.04, the Certificate Notes may have endorsed thereon, in lieu of the Owner or in addition to Indenture Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: “This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. oras Authenticating Agent for Indenture Trustee By: Authorized Signatory” Dated:
Appears in 3 contracts
Sources: Master Indenture (First National Funding LLC), Master Indenture (First National Funding LLC), Master Indenture (First National Master Note Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Trustee, the Servicer and the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositora Transferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) 6.09. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.66.09, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. orBy
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement (Capital One Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to all or substantially all of the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall pay Servicer agrees to pay, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.6.08. ------------
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable -------------- ----- ----- to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate ------------ Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-mentioned Trust Pooling and Servicing Agreement. or__________________________ as Authenticating Agent for the Trustee, by __________________________ Authorized Signatory
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Safeguard Scientifics Inc Et Al), Pooling and Servicing Agreement (Compucom Systems Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferors and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferors. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferors, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of or its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferors. The Depositor shall Transferors agree to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or---------------------------------------- as Authenticating Agent for the Trustee, by ------------------------------------ Authorized Officer
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Providian Master Trust), Pooling and Servicing Agreement (Providian Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes described in the within-mentioned Trust AgreementIndenture. oras Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 2 contracts
Sources: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferors and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferors agree to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed indorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or----------------------------------------- ----------------------------------------- as Authenticating Agent for the Trustee By: -------------------------------------- Authorized Signatory
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which Certificates that shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Either Trustee or the authenticating agent, if any, then appointed and acting on behalf of Trustee shall authenticate the Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper document or any further act on the part of Trustee, the Owner Trustee authenticating agent or such authenticating agentany other Person.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such the authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent agent, upon acceptance of its appointment hereunder appointment, shall become vested with all the rights, powers and duties of its predecessor hereunderpredecessor, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Trustee and Transferor.
(d) The Depositor shall Servicer agrees to pay the to each authenticating agent (if any), as an expense of Servicer paid out of the Servicing Fee, reasonable compensation from time to time reasonable compensation for its services performed under this Section 3.6section.
(e) The provisions of Sections 6.111.1, 6.311.2, 6.4, 6.6, 7.1 11.3 and 7.2 11.4 shall be applicable to any authenticating agent as if the references in the applicable provisions thereof to "Trustee" were references to the authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (International Comfort Products Corp), Pooling and Servicing Agreement (International Comfort Products Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents (each, an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agentAuthenticating Agent. Each authenticating agent shall be subject to acceptance by The Trustee is hereby appointed as the Depositorinitial Authenticating Agent.
(b) Any institution succeeding to the corporate agency business of an authenticating agent Authenticating Agent shall continue to be an authenticating agent Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agentAuthenticating Agent.
(c) An authenticating agent Any Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent Authenticating Agent by giving notice of termination to such authenticating agent Authenticating Agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent Authenticating Agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorAuthenticating Agent. Any successor authenticating agent Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agentAuthenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Seller.
(d) The Depositor shall Trustee agrees to pay the authenticating agent to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section 3.66.3.
(e) The provisions of Sections 6.110.1, 6.3, 6.4, 6.6, 7.1 10.4 and 7.2 10.5 shall be applicable to any authenticating agentAuthenticating Agent.
(f) Pursuant to an appointment made under this Section 3.66.3, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or___________________________ as Authenticating Agent for the Trustee, By:________________________ Authorized Signatory
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Asta Funding Inc), Pooling and Servicing Agreement (Asta Funding Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject reasonably acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall pay Trustee agrees to pay, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Master Pooling and Servicing Agreement. or_______________________________ as Authenticating Agent for the Trustee, By: ___________________________ Authorized Officer
Appears in 2 contracts
Sources: Master Pooling and Servicing Agreement (Fnanb Credit Card Master Trust), Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication authentications of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an any authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Depositor. The Depositor shall agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The Section. In the event the Trustee acts as authenticating agent hereunder, the provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 Article V shall be applicable to any the Trustee in such other capacity as authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate [Class [A]] [Class [B]] Certificates described in the Trust Agreement referred to in herein. ____________________________ as Authenticating Agent for the within-mentioned Trust Agreement. orTrustee, By _________________________ Authorized Officer
Appears in 2 contracts
Sources: Deposit Trust Agreement (Goldman Sachs Asset Backed Securities Corp), Deposit Trust Agreement (Gs Mortgage Securities Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes (or certificates) described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 2 contracts
Sources: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositorto Transferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Trustee and Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and Trustee shall be entitled to be reimbursed and Servicer shall reimburse Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------------ as Authenticating Agent for Trustee, By:_________________________________ Authorized Officer."
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Mellon Bank Premium Finance Master Trust), Pooling and Servicing Agreement (Mellon Bank Premium Finance Loan Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint any one or more authenticating agents Authenticating Agents (each, an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, delivery and registration of transfer, or transfer or exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate unit of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agentAuthenticating Agent. Each authenticating agent shall Authenticating Agent must be subject reasonably acceptable to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent any Authenticating Agent shall continue to be an authenticating agent Authenticating Agent without the execution or filing filling of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) Authenticating Agent. An authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent Authenticating Agent by giving signing and delivering a written notice of termination to such authenticating agent Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent Authenticating Agent. Subsequent to any such removal or resignation of the DepositorAuthenticating Agent, the Trustee shall act as Authenticating Agent until a successor Authenticating Agent, if any, is appointed. Any successor authenticating agent Authenticating Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agentAuthenticating Agent.
(dc) The Depositor shall agrees to pay the authenticating agent to each Authenticating Agent from time to time reasonable compensation for its services under this Section 3.65.10.
(ed) The provisions provision of Sections 6.18.01, 6.3, 6.4, 6.6, 7.1 8.02 and 7.2 8.03 shall be applicable to any authenticating agentAuthenticating Agent.
(fe) Pursuant to an appointment made under this Section 3.65.10, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate Certificates referred to in the within-mentioned Trust Agreement. or_________________________ as Authenticating Agent for the Trustee, By________________________ Authorized Signatory"
Appears in 2 contracts
Sources: Trust Agreement (Incapital Trust Products LLC), Trust Agreement (Incapital Trust Products LLC)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6SECTION 2.04.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 SECTIONS 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6SECTION 2.04, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementIndenture. or________________________________ ________________________________ as Authenticating Agent for the Indenture Trustee By: ____________________________ Authorized Signatory"
Appears in 2 contracts
Sources: Master Indenture (Compucredit Corp), Master Indenture (Compucredit Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect affect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or______________________________ as Authenticating Agent for the Trustee, By:___________________________ Authorized signatory
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Chase Manhattan Bank Usa), Pooling and Servicing Agreement (Chase Manhattan Bank Usa)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or____________________________ ____________________________ as Authenticating Agent for the Trustee, By _________________________ Authorized Officer
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Credit Card Receivables Funding Corp), Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Transferor agrees to pay the to each authenticating agent agent, from time to time time, reasonable compensation for its services under this Section 3.66.07.
(e) The provisions of Sections 6.17.03, 6.38.04, 6.411.01, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.07, the Certificate Certificates may have endorsed thereon, in lieu of or in addition to the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: Pooling and Servicing Agreement This is one of the Certificate referred to Certificates described in the within-mentioned Pooling and Servicing Agreement among ▇▇▇▇▇▇▇▇▇▇ Financial Corporation, ▇. ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. and Bankers Trust AgreementCompany, dated as of August 23, 1996. or_________________________________________ _________________________________________ as Authenticating Agent for the Trustee By:______________________________________ Authorized Signer
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Muehlstein Holding Corp), Pooling and Servicing Agreement (Muehlstein Holding Corp)
Authenticating Agent. (a) The Owner Trustee may appoint any one or more authenticating agents Authenticating Agents (each, an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, delivery and registration of transfer, or transfer or exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate unit of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agentAuthenticating Agent. Each authenticating agent shall Authenticating Agent must be subject acceptable to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent any Authenticating Agent shall continue to be an authenticating agent Authenticating Agent without the execution or filing filling of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) Authenticating Agent. An authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent Authenticating Agent by giving signing and delivering a written notice of termination to such authenticating agent Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent Authenticating Agent. Subsequent to any such removal or resignation of the DepositorAuthenticating Agent, the Trustee shall act as Authenticating Agent until a successor Authenticating Agent, if any, is appointed. Any successor authenticating agent Authenticating Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agentAuthenticating Agent.
(dc) The Depositor shall agrees to pay the authenticating agent to each Authenticating Agent from time to time reasonable compensation for its services under this Section 3.65.10.
(ed) The provisions provision of Sections 6.18.01, 6.3, 6.4, 6.6, 7.1 8.02 and 7.2 8.03 shall be applicable to any authenticating agentAuthenticating Agent.
(fe) Pursuant to an appointment made under this Section 3.65.10, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate Certificates referred to in the within-mentioned Trust Agreement. or_________________________ as Authenticating Agent for the Trustee, By________________________ Authorized Signatory"
Appears in 2 contracts
Sources: Trust Agreement (Bond Trust Products LLC), Trust Agreement (Bond Trust Products LLC)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject reasonably acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay from its own funds, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to Certificates described in the within-mentioned Trust Master Pooling and Servicing Agreement. or----------------------------- as Authenticating Agent for the Trustee, By: -------------------------- Authorized Officer"
Appears in 2 contracts
Sources: Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust), Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement to the authentication of the Certificate Securities by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Securities may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Securities described in the within-mentioned Trust Pooling and Servicing Agreement. or____________________________ ____________________________ as Authenticating Agent for the Trustee, By _________________________ Authorized Officer Section 6.10
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Partners First Credit Card Master Trust), Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Issuer.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.01 of the Sale and Servicing Agreement.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Trustee, By:____________________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.04.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.04, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: “This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementIndenture. oras Authenticating Agent for the Indenture Trustee By: Authorized Signatory”
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than Chase) shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.63.13.
(e) The provisions of Sections 6.17.1, 6.37.3, 6.47.4, 6.67.6, 7.1 8.1 and 7.2 8.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.63.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-within mentioned Trust Agreement. or---------------------------, as Owner Trustee By: ---------------------------- Authorized Officer or ---------------------------- as Authenticating Agent for the Owner Trustee, ---------------------------- Authorized Officer
Appears in 1 contract
Authenticating Agent. (ai) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Securities by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(bii) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(ciii) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(div) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(fv) Pursuant to an appointment made under this Section 3.62.5, the Certificate Securities may have endorsed thereon, in lieu of the Owner Indenture Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to [notes/certificates] described in the withinIndenture. [Name of Authenticating Agent], as Authenticating Agent for the Indenture Trustee, By: Responsible Officer 4147-mentioned Trust Agreement. or9029-0755.4
Appears in 1 contract
Sources: Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Securities by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.. 4156-1338-2734
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Securities may have endorsed thereon, in lieu of the Owner Indenture Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to [notes/certificates] described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Indenture Trustee, By: Responsible Officer
Appears in 1 contract
Sources: Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificate. Whenever reference is made in this Agreement to the authentication of the Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.
(ba) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(cb) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(dc) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(ed) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(fe) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or.
Appears in 1 contract
Sources: Trust Agreement (Chase Credit Card Owner Trust 2001-1)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSeller.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------------ as Authenticating Agent for the Trustee, By: --------------------------------- Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Charming Shoppes Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificate. Whenever reference is made in this Agreement to the authentication of the Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. oror WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY not in its individual capacity not in its individual capacity but solely as Owner Trustee for but solely as Owner Trustee for the Chase the Chase Credit Card Owner Trust 2001-2 Credit Card Owner Trust 2001-2 By: ---------------------------- Authorized Signatory By: ------------------------------- Authenticating Agent By: ------------------------------- Authorized Signatory
Appears in 1 contract
Sources: Trust Agreement (Chase Manhattan Bank Chase Credit Card Owner Trust 2001 2)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of or in addition to the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------- ------------------------------- as Authenticating Agent for the Trustee By:____________________________ Authorized Signer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wheeling Pittsburgh Corp /De/)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) 6.9. The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.66.9, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Amended and Restated Pooling and Servicing Agreement. or------------------------------------ ------------------------------------ as Authenticating Agent for the Trustee, By:--------------------------------- Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Target Receivables Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject reasonably acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall pay Servicer agrees to pay, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 of this Agreement shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Master Pooling and Servicing Agreement. or----------------------- as Authenticating Agent for the Trustee, By: -------------------- Authorized Officer
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Yamaha Motor Receivables Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or______________________________, as Authenticating Agent for the Trustee By:___________________________ Authorized signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(ba) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Trustee, the Servicer and the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositora Transferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) 6.09. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fb) Pursuant to an appointment made under this Section 3.66.09, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------------ ------------------------------------ as Authenticating Agent for the Trustee by ------------------------------------ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6Section.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6Section, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or:
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6Section.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6Section, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. or____________________________ ____________________________ as Authenticating Agent for the Indenture Trustee By: ________________________ Authorized Signatory
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating au- thenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certifi- ▇▇▇▇▇ by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating authenti- cating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.executed
(b) Any institution succeeding to the corporate corpo- rate agency business of an authenticating agent shall continue to be an authenticating agent without the execution execu- tion or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor suc- cessor authenticating agent upon acceptance of its appointment ap- pointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenti- cating agent. No successor authenticating agentagent shall be appointed unless acceptable to the Trustee and the Trans- feror.
(d) The Depositor shall pay Servicer agrees to pay, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
6.8. (e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 of the Agreement shall be applicable to any authenticating authen- ticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Nordstrom Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSeller and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Trustee, the Seller and the DepositorServicer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTrustee, the Owner Seller and the Servicer, the Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee, the Seller and the Servicer.
(d) The Depositor shall Seller agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.14.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.616.14, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication Authentication in substantially the following form: Certificate of Authentication This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------ [Name of Authenticating Agent] as Authenticating Agent for the Trustee, By:--------------------------- Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Federal Mogul Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorCompany.
(b) Any institution succeeding to the corporate agency trust business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee. Upon the receipt by the Trustee of any such notice of resignation and upon the Depositorgiving of any such notice of termination by the Trustee, the Trustee shall immediately give notice of such resignation or termination to the Company. Any resignation of an authenticating agent shall not become effective until acceptance of appointment by the successor authenticating agent as provided in this Section 5.8. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositoragent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorCompany, the Owner Trustee promptly may shall appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent (other than an Affiliate of the Trustee) shall be appointed unless reasonably acceptable to the Trustee and the Company.
(d) The Depositor shall pay Company hereby agrees to provide the authenticating agent Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.5, for the payment of any reasonable compensation payable to each authenticating agent for its services under this Section 3.65.8. The Trustee hereby agrees that, upon the receipt of such funds from the Company it shall pay each authenticating agent such amounts.
(e) The provisions of Sections 6.18.1, 6.38.2, 6.4, 6.6, 7.1 8.3 and 7.2 8.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.65.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to Certificates described in the within-mentioned Trust AgreementPooling Agreement dated as of __________ [__], 1998, among USS Receivables Company, Ltd., United Stationers Supply Co., as Servicer, and The Chase Manhattan Bank, as Trustee. or-------------------- as Authenticating Agent for the Trustee By ---------------------- Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in 30 connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5; subject to the prior written consent of each Noteholder.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Securities by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time 4143-0949-1521 terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or
Appears in 1 contract
Sources: Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee Indenture Trustee, at the expense of the Servicer, may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.4.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.1 and 7.2 6.4 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.4, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementIndenture. or--------------------------- --------------------------- as Authenticating Agent for the Indenture Trustee By: --------------------------- Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or---------------------------- ---------------------------- as Authenticating Agent for the Trustee, by ---------------------------- Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject reasonably acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor or the Servicer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless reasonably acceptable to the Trustee, the Transferor and the Servicer.
(d) The Depositor shall Transferor agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementPooling and Servicing Agreement and Indenture of Trust. oras Authenticating Agent for the Trustee, By: Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement and Indenture of Trust (American Finance Group Inc /De/)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes and O/C Certificates which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes and O/C Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes or O/C Certificates. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes or O/C Certificates by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.04.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.04, the Certificate Notes and O/C Certificates may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in substantially the following form:
(i) In the case of the Notes: “This is one of the Certificate referred to Notes described in the within-mentioned Trust AgreementIndenture. oras Authenticating Agent for the Indenture Trustee By: Authorized Signatory”
(ii) In the case of the O/C Certificates: “This is one of the O/C Certificates described in the within-mentioned Indenture. as Authenticating Agent for the Indenture Trustee By: Authorized Signatory”
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificate. Whenever reference is made in this Agreement to the authentication of the Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-within mentioned Trust Agreement. oror WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY not in its individual capacity not in its individual capacity but solely as Owner Trustee for the but solely as Owner Trustee for the ▇▇▇▇▇ ▇▇▇▇▇ Credit Card Owner Trust 2000-3 Credit Card Owner Trust 2000-3 By:_____________________________ Authenticating Agent By:_____________________________ By:_____________________________ Authorized Signatory Authorized Signatory
Appears in 1 contract
Sources: Trust Agreement (Chase Manhattan Bank Chase Credit Card Owner Trust 2000 3)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5; subject to the prior written consent of each Noteholder.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Amended and Restated Pooling and Servicing Agreement. or____________________________________ as Authenticating Agent for the Trustee, By:_________________________________ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Trustee, the Servicer and the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositora Transferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) 6.09. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.66.09, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. orby
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Funding, LLC)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate one or more Series which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates of such Series in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificatesuch Certificates. Whenever Wherever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSellers.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSellers. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSellers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSellers, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Sellers.
(d) The Depositor shall Trustee agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.10, and the Trustee shall be entitled to be reimbursed and the Master Servicer shall reimburse the Trustee for such payments, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.. 49
(f) Pursuant to an appointment made under this Section 3.66.10, the Certificate Certificates of an applicable Series may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to Certificates described in the within-mentioned Trust AgreementPooling and Servicing Agreement and Series Supplement. or_______________________________________ _______________________________________ as Authenticating Agent for the Trustee, By:____________________________________ Authorized Officer"
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement to the authentication of the Certificate Securities by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Securities may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Securities described in the within-mentioned Trust Pooling and Servicing Agreement. or____________________________ ____________________________ as Authenticating Agent for the Trustee, By _________________________ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Atlanta)
Authenticating Agent. (a1) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Investor Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Investor Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateInvestor Certificates; provided, that each such authenticating agent shall satisfy the conditions set forth in Section 8.06. Whenever reference is made in this Agreement to the authentication of the Certificate Investor Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.
(b2) Any institution succeeding to the corporate agency trust business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent; provided such institution satisfies the conditions set forth in Section 8.06.
(c3) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee. Upon the receipt by the Trustee of any such notice of resignation and upon the Depositorgiving of any such notice of termination by the Trustee, the Trustee shall immediately give notice of such resignation or termination to the Company. Any resignation of an authenticating agent shall not become effective until acceptance of appointment by the successor authenticating agent as provided in this Section 5.08. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositoragent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or fail to satisfy the Depositorconditions set forth in Section 8.06, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent (other than an Affiliate of the Trustee) shall be appointed unless such authenticating agent (i) is reasonably acceptable to the Trustee and the Company and (ii) satisfies the conditions set forth in Section 8.06.
(d4) The Depositor shall pay Company hereby agrees to provide the authenticating agent Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.05, for the payment of any reasonable compensation payable to each authenticating agent for its services under this Section 3.65.08. The Trustee hereby agrees that, upon the receipt of such funds from the Company it shall pay each authenticating agent such amounts.
(e5) The provisions of Sections 6.18.01, 6.38.02, 6.48.03, 6.6, 7.1 8.05 and 7.2 10.18 shall be applicable to any authenticating agent.
(f6) Pursuant to an appointment made under this Section 3.65.08, the Certificate Investor Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. orBy _________________________ Authorized Signatory
Appears in 1 contract
Sources: Pooling Agreement (Bungeltd)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificate. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of the Certificate upon any registration of transfer or exchange of the Certificate. Whenever reference is made in this Agreement to the authentication of the Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than Chase) shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. oror not in its individual capacity not in its individual capacity but solely as Owner Trustee but solely as Owner Trustee By:____________________________ Authenticating Agent By: ______________________________ By:___________________________ Authorized Signatory Authorized Signatory
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor. The Trustee hereby initially appoints Bankers Trust (Delaware) as its Authenticating Agent.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Servicer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent or the Trustee, By: Authorized Signatory
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than Chase) shall be subject to acceptance by the each Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the each Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the each Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or either of the DepositorDepositors, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the each Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor Servicer shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.63.13.
(e) The provisions of Sections 6.17.1, 6.37.3, 6.47.4, 6.67.6, 7.1 8.1 and 7.2 8.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.63.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-within mentioned Trust Agreement. or___________________________________, as Owner Trustee By: ___________________________________ Authorized Officer or ___________________________________ as Authenticating Agent for the Owner Trustee, ___________________________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the Trustee shall require the consent of the Depositor, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Depositor, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.69.12.
(e) The provisions of Sections 6.113.2, 6.3, 6.4, 6.6, 7.1 13.4 and 7.2 13.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.69.12, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or[NAME OF TRUSTEE] as Trustee By: --------------------------------------- Authorized Signatory or [NAME OF AUTHENTICATING AGENT] as Authenticating Agent for the Trustee, By: --------------------------------------- Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Usaa Acceptance LLC)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents (each an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the DepositorTrustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorSeller. The Owner Trustee may at any time terminate the agency of 57 62 an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorSeller. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.65.12.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.65.12, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or_____________________________, as Trustee By:__________________________ Authorized Signatory or as Authenticating Agent for the Trustee, By:__________________________ Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Financial Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than Chase) shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.63.13.
(e) The provisions of Sections 6.17.1, 6.37.3, 6.47.4, 6.67.6, 7.1 8.1 and 7.2 8.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.63.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-within mentioned Trust Agreement. or, ----------------------------------- as Owner Trustee By: ----------------------------------- Authorized Officer or ----------------------------------- as Authenticating Agent for the Owner Trustee, ----------------------------------- Authorized Officer
Appears in 1 contract
Sources: Trust Agreement (Chase Manhattan Auto Owner Trust 2001 A)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or__________________________ __________________________ as Authenticating Agent for the Trustee, By _______________________ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (At&t Universal Funding Corp)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee, By:____________________________ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates (or any Series Certificates) which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate such Certificates in connection with the issuance, execution, delivery, registration of transfer, exchange or repayment of the Certificatesuch Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate any Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorSeller.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authen ticating agent. No successor authenticating agentagent shall be appointed unless acceptable to the Trustee and the Seller.
(d) The Depositor shall Trustee agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08 out of the Trustee Fees payable to it pursuant to any applicable Supplement relating to any Certificates of any Series for which such authenticating agent shall have been appointed to act in such capacity.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of addition to the Owner Trustee's certificate of authentication, an alternate certificate cer tificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------ ------------------------------ as Authenticating Agent for the Trustee By: --------------------------- Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wentworth J G & Co Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect affect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Servicer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or------------------------------ as Authenticating Agent for the Trustee, By: --------------------------- Authorized signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Dillard Asset Funding Co)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate one or more Series which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates of such Series in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificatesuch Certificates. Whenever Wherever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.10, and the Trustee shall be entitled to be reimbursed and the Master Servicer shall reimburse the Trustee for such payments, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.10, the Certificate Certificates of an applicable Series may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: “This is one of the Certificate referred to Certificates described in the within-mentioned Trust Agreement. orPooling and Servicing Agreement and Series Supplement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement
Authenticating Agent. (a) The Owner From time to time, the Trustee may appoint one or more authenticating authen ticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, delivery and registration of transfer, transfer or exchange or repayment of the CertificateCertificates. Whenever Wherever reference is made in this Agreement the Declaration to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject to acceptance by an institution meeting the Depositorrequirements of Section 7.7.
(b) Any institution meeting the requirements of Section 7.7 succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee Trust ee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorTrustee. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Trustee agrees to pay the to each authenticating agent from time to time reasonable compensation compen sation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments only pursuant to the provisions of Section 3.67.6(a).
(e) The provisions of Sections 6.17.1, 6.37.2, 6.4, 6.6, 7.1 7.3 and 7.2 7.4 shall be applicable to any authenticating agentagent (other than for its authentication of the Certifi ▇▇▇▇▇).
(f) Pursuant to an appointment made under this Section 3.67.11, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authenticationauthen tication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust AgreementDeclaration of Trust. or[NAME OF AUTHENTICATING AGENT] ------------------------------ as Authenticating Agent for the Trustee, -------------------------------- Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Securities which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateSecurities. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Securities by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Securities may have endorsed thereon, in lieu of the Owner Indenture Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to [notes/certificates] described in the within-mentioned Trust AgreementIndenture. or[Name of Authenticating Agent], as Authenticating Agent for the Indenture Trustee, By: Responsible Officer
Appears in 1 contract
Sources: Indenture (Oportun Financial Corp)
Authenticating Agent. (a) The Owner Trustee Indenture Trustee, at the expense of Servicer, may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Issuer and Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6SECTION 2.4.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 SECTIONS 6.1 and 7.2 6.4 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6SECTION 2.4, the Certificate Notes may have endorsed thereon, in lieu of the Owner or in addition to Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. or_________________________________ _________________________________ as Authenticating Agent for Indenture Trustee By: _____________________________ Authorized Signatory" Dated: _________________________
Appears in 1 contract
Sources: Master Indenture (World Financial Network Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. The Owner Trustee hereby appoints The Chase Manhattan Bank as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than The Chase Manhattan Bank) shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.63.13.
(e) The provisions of Sections 6.17.1, 6.37.3, 6.47.4, 6.67.6, 7.1 8.1 and 7.2 8.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.63.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-within mentioned Trust Agreement. or--------------------------, as Owner Trustee By: --------------------------- Authorized Officer or --------------------------- as Authenticating Agent for the Owner Trustee, --------------------------- Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the DepositorTrustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorSeller. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.616.13.
(e) The provisions of Sections 6.120.2, 6.3, 6.4, 6.6, 7.1 20.4 and 7.2 20.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.616.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or[NAME OF TRUSTEE] as Trustee By:______________________ Authorized Signatory or _________________________ as Authenticating Agent for the Trustee, By:______________________ Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Authenticating Agent. (a) The Owner Trustee may appoint one or more --------------------- authenticating agents with respect to the Certificate which Certificates that shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuanceregistration of, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an its duly authorized authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by such an authenticating agent. Each authenticating agent shall be subject to acceptance by the Depositor.
(b) Any institution Person into which the authenticating agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the authenticating agent shall be a party, or any Person succeeding to the corporate agency trust business of an the authenticating agent, shall be the successor of the authenticating agent shall continue to be an authenticating agent hereunder without the execution or filing of any paper or any further act on the part of any of the Owner Trustee or such authenticating agentparties hereto, anything herein to the contrary notwithstanding.
(c) An authenticating agent may at any time resign by giving written notice of resignation to Trustee, the Owner Trustee Controlling Party and the Depositorto Servicer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent agent, the Controlling Party and to the DepositorServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorControlling Party, Trustee may and shall at the Owner Trustee promptly may written direction of the Controlling Party appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Trustee and the Controlling Party.
(d) The Depositor shall Trustee agrees to bear and pay the all fees and expenses of any such authenticating agent from time to time reasonable compensation for its services under this Section 3.6agent.
(e) The provisions of Sections 6.110.01, 6.3, 6.4, 6.6, 7.1 10.02 and 7.2 10.03 shall be applicable ------------------------------- to any authenticating agent.
(f) Pursuant If an authenticating agent shall have been appointed pursuant to an appointment made under this Section 3.66.09, the Certificate Certificates may have endorsed thereon, in lieu of the Owner addition to ------------ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for Trustee, By: Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Rockford Industries Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the DepositorTrustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorSeller. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.616.13.
(e) The provisions of Sections 6.120.2, 6.3, 6.4, 6.6, 7.1 20.4 and 7.2 20.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.616.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or[NAME OF TRUSTEE] as Trustee By:______________________ Authorized Signatory or ------------------------- as Authenticating Agent for the Trustee, By:______________________ Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor and the Servicer.
(ba) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. The Depositor shall Transferor agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) Section. The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(fb) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Amended and Restated Pooling and Servicing Agreement. or63 72 as Authenticating Agent for the Trustee, by Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication 62 of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositorto Transferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Trustee and Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and Trustee shall be entitled to be reimbursed and Servicer shall reimburse Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. orBy:____________________________________ Authorized Officer"
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Commerce)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6Section.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to ------------- ---- any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6Section, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. or_____________________________________ _____________________________________ as Authenticating Agent for the Indenture Trustee By:__________________________________ Authorized Signatory"
Appears in 1 contract
Sources: Master Indenture (Household Credit Card Master Note Trust I)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.05.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Amended and Restated Pooling and Servicing Agreement. or_____________________________________ as Authenticating Agent for the Trustee, By: _________________________________ Authorized Officer
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bank One Delaware National Association)
Authenticating Agent. (a) The Owner Trustee Indenture Trustee, at the expense of the Servicer, may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.2.4. ------------
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.1 and 7.2 6.4 shall be applicable to any ------------ --- authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.4, the Certificate Notes may ----------- have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. or----------------------------- ----------------------------- as Authenticating Agent for the Indenture Trustee By: ------------------------------ "Authorized Signatory"
Appears in 1 contract
Sources: Master Indenture (Spiegel Inc)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5; subject to the prior written consent of each Noteholder.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes described in the within-mentioned Trust AgreementIndenture. oras Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to all or substantially all of the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall pay Servicer agrees to pay, on behalf of the Trust, to each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.08.
(e) The provisions of Sections 6.111.01, 6.3, 6.4, 6.6, 7.1 11.02 and 7.2 11.03 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.08, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Pooling and Servicing Agreement. Chemical Bank, as Trustee by _____________________________________ as Authenticating Agent for the Trustee, by _____________________________________ Authorized Officer Section 6.09 Delivery of Additional Series of Investor Certificates or the Variable Funding Certificate.
(a) Upon delivery to the Trustee of an Officer's Certificate of the Transferor (a) requesting the authentication of a new Series of Investor Certificates or requesting the authentication of the Variable Funding Certificate and (b) stating the date upon which such Series or the Variable Funding Certificate is to be issued (such date, the "Issuance Date" and such notice, the "Issuance Notice") and certifying the satisfaction of the conditions stated in this Section and Section 6.01, the Trustee shall, subject to Section 6.09(b), authenticate pursuant to Section 6.02 and deliver to or upon the order of the Transferor on such Issuance Date such new Series of Investor Certificates or the Variable Funding Certificate; provided, however, that each Rating Agency shall have confirmed in writing that the issuance of such new Series of Investor Certificates will not result in such Rating Agency reducing or withdrawing its rating on any outstanding Series or on the Commercial Paper. Any such Series of Investor Certificates shall be substantially in the form of Exhibit A hereto and shall bear, upon its face, the designation for such Series to which it belongs so selected by the Transferor and set forth in the related Supplement. The Variable Funding Certificate shall be in substantially the form of Exhibit B hereto. Unless otherwise specified in the related Supplement, the Investor Certificates of any Series and the Variable Funding Certificate shall be issued in definitive physical form (and not as Book- Entry Certificates). All Investor Certificates of any Series shall be identical in all respects except for the denominations thereof and shall be equally and ratably entitled among themselves and with the Variable Funding Certificate as provided herein to the benefits of this Agreement and any Supplement thereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and such Supplement. No new Series of Investor Certificates issued pursuant to the provisions of this Section shall adversely affect the method of allocating Imputed Yield Collections or Principal Collections of any other Series of Certificates or the Variable Funding Certificate for any period over which such Series or the Variable Funding Certificate shall be outstanding.
(b) On the Issuance Date, the Trustee shall authenticate and deliver any such new Series or the Variable Funding Certificate upon delivery to it of the following: (i) a Supplement substantially in the form of Exhibit D and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the items provided in Section 6.09(c) (the "Principal Terms"), (ii) an Opinion of Counsel to the effect that the newly issued Series or the Variable Funding Certificate, as the case may be, will be treated as debt or as a partnership interest for Federal and applicable state income tax purposes under existing law and will not adversely affect the status of any Series of Investor Certificates or the Variable Funding Certificate as debt for Federal and applicable state income tax purposes, (iii) written confirmation from each Rating Agency that the issuance of such new Series or the Variable Funding Certificate, as the case may be, will not result in the Rating Agency's reducing or withdrawing its rating on any then outstanding Series rated by it or would result in the Rating Agency's reducing or withdrawing its rating on the Commercial Paper, and (iv) such other closing documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Notwithstanding the foregoing, the Trustee shall not authenticate and deliver any new Series hereunder unless it also receives on or prior to the Issuance Date, an Officer's Certificate of the Transferor stating: (a) the size of the Transferor Amount prior to such issuance, (b) the Initial Invested Amount of the new Series or Initial Issuer Amount in the case of the issuance of the Variable Funding Certificate, which shall be less than the amount given in clause (a), and (c) the size of the Transferor Amount after giving effect to such issuance.
(c) The Principal Terms of any Series or the Variable Funding Certificate shall consist of: (i) with respect to any Series, the name or designation of the Series, (ii) the Initial Invested Amount thereof or the Initial Issuer Amount, in the case of the issuance of the Variable Funding Certificate, (iii) the Certificate referred to Rate of such Series (or the formula for the determination thereof, which may provide that such rate is a floating rate) in the within-mentioned Trust Agreement. orcase of the issuance of a Series of Investor Certificates, (iv) the method of allocating Collections with respect to Principal Receivables for such Series or the Variable Funding Certificate, as the case may be, (v) the Servicing Fee Percentage for such Series or the Variable Funding Certificate, as the case may be, (vi) the Series Termination Date, (vii) the Repurchase Terms, if any, and (viii) with respect to any Series or the Variable Funding Certificate, the scheduled Amortization Period Commencement Date.
(d) Any Supplement relating to an additional Series or the Variable Funding Certificate may define or make provision with respect to the Series or the Variable Funding Certificate to be issued pursuant thereto for: (i) a new Applicable Minimum Percentage, (ii) a new Minimum Aggregate Principal Receivables, (iii) the establishment of one or more accounts held at an Eligible Institution for holding Collections on the Receivables as specified in the Supplement or for other purposes specified therein, (iv) the deposit of funds into any such accounts, (v) the use of a guaranteed in vestment contract, surety bond, interest rate protection, swap or other similar agreement with respect to the Series, (vi) any extension or other evergreen feature with respect to the Series, (vii) any amendments or modifications of any Events of Termination relating to such Series or the Variable Funding Certificate, as the case may be, and (viii) such other provisions which the Transferor may, in its sole discretion, wish to incorporate and which shall be acceptable to the Trustee insofar as they affect the rights, duties and obligations of the Trustee hereunder or under any Supplement.
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the DepositorTrustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorSeller. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.616.13.
(e) The provisions of Sections 6.120.2, 6.3, 6.4, 6.6, 7.1 20.4 and 7.2 20.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.616.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or[NAME OF TRUSTEE] as Trustee By:______________________ Authorized Signatory or [NAME OF AUTHENTICATING AGENT] as Authenticating Agent for the Trustee, By:______________________ Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication authentications of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an any authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) . An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) . No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Depositor. The Depositor shall agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The Section. In the event the Trustee acts as authenticating agent hereunder, the provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 Article V shall be applicable to any the Trustee in such other capacity as authenticating agent.
(fc) Pursuant to an appointment made under this Section 3.6Section, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate [Class [A]] [Class [B]] Certificates described in the Trust Agreement referred to in herein. ------------------------------- ------------------------------- as Authenticating Agent for the within-mentioned Trust Agreement. orTrustee, By _____________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee Indenture Trustee, the Issuer and the DepositorServicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Issuer and the Servicer.
(d) The Depositor shall Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6Section.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 6.04 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6Section, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate referred to Notes described in the within-mentioned Trust Agreement. or____________________________________ ____________________________________ as Authenticating Agent for the Indenture Trustee By:__________________________________ Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint any one or more authenticating agents Authenticating Agents (each, an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, delivery and registration of transfer, or transfer or exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate unit of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agentAuthenticating Agent. Each authenticating agent shall Authenticating Agent must be subject acceptable to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent any Authenticating Agent shall continue to be an authenticating agent Authenticating Agent without the execution or filing filling of any paper power or any further act on the part of the Owner Trustee or such authenticating agent.
(c) Authenticating Agent. An authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent Authenticating Agent by giving signing and delivery a written notice of termination to such authenticating agent Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent Authenticating Agent. Subsequent to any such removal or resignation of the DepositorAuthenticating Agent, the Trustee shall act as Authenticating Agent until a successor Authenticating Agent, if any, is appointed. Any successor authenticating agent Authenticating Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agentAuthenticating Agent.
(dc) The Depositor shall Trustee agrees to pay the authenticating agent to each Authenticating Agent from time to time reasonable compensation for its services under this Section 3.65.10.
(ed) The provisions provision of Sections 6.18.01, 6.3, 6.4, 6.6, 7.1 8.02 and 7.2 8.03 shall be applicable to any authenticating agentAuthenticating Agent.
(fe) Pursuant to an appointment made under this Section 3.65.10, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate Certificates referred to in the within-mentioned Trust Agreement. or---------------------------------------- as Authenticating Agent for the Trustee, By -------------------------------------- Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorCompany.
(b) Any institution succeeding to the corporate agency trust business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee. Upon the receipt by the Trustee of any such notice of resignation and upon the Depositorgiving of any such notice of termination by the Trustee, the Trustee shall immediately give notice of such resignation or termination to the Company. Any resignation of an authenticating agent shall not become effective until acceptance of appointment by the successor authenticating agent as provided in this Section 5.8. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Depositoragent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTrustee, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent (other than an Affiliate of the Trustee) shall be appointed unless reasonably acceptable to the Trustee and the Company.
(d) The Depositor shall pay Company hereby agrees to provide the authenticating agent Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.5, for the payment of any reasonable compensation payable to each authenticating agent for its services under this Section 3.65.8. The Trustee hereby agrees that, upon the receipt of such funds from the Company it shall pay each authenticating agent such amounts.
(e) The provisions of Sections 6.18.1, 6.38.2, 6.4, 6.6, 7.1 8.3 and 7.2 8.5 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.65.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to Certificates described in the within-mentioned Trust AgreementPooling Agreement dated as of November 15, 1996, among RS Funding Inc., US Foodservice Inc., as Servicer, and The Chase Manhattan Bank, as Trustee. or_________________________ as Authenticating Agent for the Trustee By ------------ Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. The Owner Trustee hereby appoints Chase as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent (other than Chase) shall be subject to acceptance by the each Depositor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the each Depositor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the each Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or either of the DepositorDepositors, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the each Depositor. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor Servicer shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.63.13.
(e) The provisions of Sections 6.17.1, 6.37.3, 6.47.4, 6.67.6, 7.1 8.1 and 7.2 8.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.63.13, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate Certificates referred to in the within-within mentioned Trust Agreement. or_________________________, as Owner Trustee By: _________________________ Authorized Officer or ___________________________ as Authenticating Agent for the Owner Trustee, ___________________________ Authorized Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorTransferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect affect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. oras Authenticating Agent for the Trustee, By: Authorized signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents (each, an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agentAuthenticating Agent. Each authenticating agent shall be subject to acceptance by The Trustee is hereby appointed as the Depositorinitial Authenticating Agent.
(b) Any institution succeeding to the corporate agency business of an authenticating agent Authenticating Agent shall continue to be an authenticating agent Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agentAuthenticating Agent.
(c) An authenticating agent Any Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent Authenticating Agent by giving notice of termination to such authenticating agent Authenticating Agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent Authenticating Agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorAuthenticating Agent. Any successor authenticating agent Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agentAuthenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Seller.
(d) The Depositor shall Trustee agrees to pay the authenticating agent to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section 3.66.3.
(e) The provisions of Sections 6.110.1, 6.3, 6.4, 6.6, 7.1 10.4 and 7.2 10.5 shall be applicable to any authenticating agentAuthenticating Agent.
(f) Pursuant to an appointment made under this Section 3.66.3, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to Certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or_______________________________ as Authenticating Agent for the Trustee, By:____________________________ Authorized Signatory
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorTransferor.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositorto Transferor. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorTransferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorTransferor, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to Trustee and Transferor.
(d) The Depositor shall Trustee agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.66.8, and Trustee shall be entitled to be reimbursed and Servicer shall reimburse Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5.
(e) The provisions of Sections 6.111.1, 6.3, 6.4, 6.6, 7.1 11.2 and 7.2 11.3 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.66.8, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificate referred to certificates described in the within-mentioned Trust Pooling and Servicing Agreement. or--------------------------------------- as Authenticating Agent for Trustee, By:____________________________________ Authorized Officer"
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Commerce)
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and to the DepositorIssuer. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorIssuer, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer agrees to pay the each authenticating agent from time to time reasonable compensation for its services under this Section 3.62.5.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.62.5, the Certificate Notes may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate referred to notes (or certificates) described in the within-mentioned Trust AgreementIndenture. oras Authenticating Agent for the Trustee, By: Responsible Officer
Appears in 1 contract
Authenticating Agent. (a) The Owner Trustee may appoint one or more authenticating agents (each an "Authenticating Agent") with respect to the Certificate Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificate Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateCertificates. Whenever reference is made in this Agreement to the authentication of the Certificate Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an authenticating agent. Each Any authenticating agent shall be subject to acceptance appointed by the DepositorTrustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the DepositorSeller. The Owner Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorSeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Trustee or the DepositorSeller, the Owner Trustee promptly may appoint a successor authenticating agent with the consent of the DepositorSeller. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. Any successor authenticating agent appointed by the Trustee shall require the consent of the Seller, which consent may not be unreasonably withheld.
(d) The Depositor Servicer shall pay the authenticating agent Authenticating Agent from time to time reasonable compensation for its services under this Section 3.65.12.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.65.12, the Certificate Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificate certificates referred to in the within-within mentioned Trust Agreement. or---------------------------------- , as Trustee By: ------------------------------- Authorized Signatory or ---------------------------------- as Authenticating Agent for the Trustee, By: ------------------------------- Authorized Signatory
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1998-1)
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate which shall Notes. Any authenticating agent will be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's certificate of authentication, such reference shall will be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall agent, including any successor authenticating agent, must be subject acceptable to acceptance by the DepositorIssuer and the Servicer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall will continue to be an authenticating agent without the execution or filing of any paper power or any further act on the part of the Owner Indenture Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer and the Servicer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease ceases to be acceptable to the Owner Indenture Trustee or to the DepositorIssuer and the Servicer, the Owner Indenture Trustee may promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall Issuer hereby appoints the Indenture Trustee as initial authentication agent, and the Indenture Trustee hereby accepts such appointment.
(e) The Issuer agrees to pay the to each authenticating agent from time to time reasonable compensation for its services under this Section 3.6Section.
(ef) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 6.01 and 7.2 shall be 6.04 are applicable to any authenticating agent.
(fg) Pursuant to an appointment made under this Section 3.6Section, the Certificate Notes may have endorsed thereon, in lieu of or in addition to the Owner Indenture Trustee's certificate of authentication, an alternate alternative certificate of authentication in substantially the following form: "This is one of the Certificate Notes of the Series, Class or tranche described therein and referred to in the within-mentioned Trust AgreementIndenture. or__________________________________ as Authenticating Agent for the Indenture Trustee By:_______________________________ Authorized Signatory"
Appears in 1 contract
Authenticating Agent. (a) The Owner Indenture Trustee may appoint one or more authenticating agents with respect to the Certificate Notes which shall be authorized to act on behalf of the Owner Indenture Trustee in authenticating the Certificate Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the CertificateNotes. Whenever reference is made in this Agreement Indenture to the authentication of the Certificate Notes by the Owner Indenture Trustee or the Owner Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Indenture Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Owner Indenture Trustee by an authenticating agent. Each authenticating agent shall must be subject acceptable to acceptance by the DepositorIssuer.
(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Indenture Trustee or such authenticating agent.. 4166-0661-7649.19
(c) An authenticating agent may at any time resign by giving written notice of resignation to the Owner Indenture Trustee and to the DepositorIssuer. The Owner Indenture Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the DepositorIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Owner Indenture Trustee or the DepositorIssuer, the Owner Indenture Trustee promptly may appoint a successor authenticating agent with the consent of the Depositoragent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from time to time reasonable compensation for its services under this Section 3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6, the Certificate may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is the Certificate referred to in the within-mentioned Trust Agreement. or
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Sources: Indenture (Oportun Financial Corp)