Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator. (b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent. (c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 42 contracts
Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 8.12 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 21 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 8.12 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar Master Servicer and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 13 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4), Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent5.
Appears in 12 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 11 contracts
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, each Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-6), Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-3)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1), Pooling and Servicing Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2), Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereofTrustee. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Mortgage Pass Through Cert Series 1998-C3)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wells Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, X.X. shall be terminated as Authenticating Agent. Ix xxx Authenticating Agent (other than Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall axxxxxt a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee’s expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Xxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Xxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that provided, however, no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.078.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Appointment of Authenticating Agents. (a) The Certificate Administrator Paying Agent may at the Paying Agent's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Paying Agent in authenticating Certificates. The Certificate Administrator Paying Agent shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Paying Agent an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Paying Agent hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Paying Agent from any of its obligations hereunder, and the Certificate Administrator Paying Agent shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Paying Agent, then LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Paying Agent shall appoint a successor Authenticating Agent which may be the Paying Agent or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Paying Agent hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Paying Agent is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorPaying Agent.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Paying Agent or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the TrusteePaying Agent, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Paying Agent may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Paying Agent may appoint a successor Authenticating Agent, in which case the Certificate Administrator Paying Agent shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3), Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Master Servicer,
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Appointment of Authenticating Agents. (a) The Certificate Administrator may at the Certificate Administrator's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Certificate Administrator, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicers, the Special Servicer and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, Master Servicers, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CD 2007-Cd4 Commercial Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2007-C6)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.of
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Master
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which shall that may include any Affiliate of the Company, with respect to one or more Series of Securities. Such Authenticating Agent or Agents shall, at the option of the Trustee, be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such Series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Agent that shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.
Appears in 2 contracts
Samples: Indenture (Wal Mart Stores Inc), Indenture (Wal Mart Stores Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee’s expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Xxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Xxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.078.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 8.12 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar Master Servicer and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which shall that may include any Affiliate of the Company, with respect to one or more Series of Securities. Such Authenticating Agent or Agents shall, at the option of the Trustee, be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such Series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 2 contracts
Samples: Indenture (Wal Mart Stores Inc), Indenture (Wal Mart Stores Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator may may, at the Certificate Administrator's expense, appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank is removed as Certificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank) resigns or is terminated, the Certificate Administrator shall appoint a successor Authenticating Agent which may be the Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the TrusteeCertificate Registrar, each Master Servicer, the Certificate Registrar Special Servicer and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Appointment of Authenticating Agents. (a) The Certificate Administrator may at the Certificate Administrator's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Certificate Administrator, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicers, the Special Servicer and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, Master Servicers, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.263
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C5)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or 95 83 Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Authenticating
Appears in 1 contract
Samples: Indenture (Banc One Corp /Oh/)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee’s expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. [__________] shall be the initial Authenticating Agent. If [__________] is removed as Trustee, then [__________] shall be terminated as Authenticating Agent. If the Authenticating Agent (other than [__________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.078.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of 54 the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. First Trust National Association, as Trustee By ----------------------------------- As Authenticating Agent By ----------------------------------- Authorized Officer 55
Appears in 1 contract
Samples: Indenture (First Chicago NBD Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating 174 Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee’s expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent. If Wxxxx Fargo Bank, N.A. is removed as Trustee, then Wxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Wxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that provided, however, no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.078.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, 211 authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunderTrustee, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator may at the Certificate Administrator's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Certificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Certificate Administrator shall appoint a successor Authenticating Agent which may be the Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Trustee, the Certificate Administrator, the TrusteeCertificate Registrar, the Certificate Registrar Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, Certificate Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Lc1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wells Fargo Bank, N.A. shall be the initial Authenticating Agent. If Wxxxx Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, N.X. xhall be terminated as Authenticating Agent. If xxx Authenticating Agent (other than Wells Fargo Bank, N.
A.) resigns or is terminated, the Trustee shall apxxxxx a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 1 contract
Samples: Indenture (Waste Connections Inc/De)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunderTrustee, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.Trustee. 159
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 8.12 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar Master Servicer and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.any
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be acceptable to the Master Servicer and must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $[15,000,000], and be subject to supervision or examination by federal or state authorities. The Trustee hereby initially appoints Bankers Trust Company as an Authenticating Agent hereunder and Bankers Trust Company hereby accepts such appointment. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. [__________] shall be the initial Authenticating Agent. If [__________] is removed as Trustee, then [__________] shall be terminated as Authenticating Agent. If the Authenticating Agent (other than [__________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) [__] days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereofTrustee. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating AgentRegistrar, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Master
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. [Insert name of initial Trustee] shall be the initial Authenticating Agent. If [Insert name of initial Trustee] is removed as Trustee, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee’s expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.078.12. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.261
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Custodian may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Custodian in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute Custodian is hereby initially appointed (and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree hereby agrees to act in such capacity, accordance with the obligations terms hereof) as Authenticating Agent for the purpose of authenticating Certificates executed and responsibilities hereindelivered by the Custodian under Article 7 upon original issuance or upon transfer and exchange of Certificates as herein provided. Each Authenticating Agent other than the Custodian must be organized and doing business as a trust company under the laws of the United States of America Canada or of any State, authorized under such laws to carry on a trust businessprovince thereof, have a combined capital and surplus of at least $15,000,00010,000,000.00, and be subject to supervision by the Office of the Superintendent of Financial Institutions or examination by federal or state authoritiescomparable provincial authority. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Custodian hereunder. The appointment of an Authenticating Agent shall not relieve If the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Custodian is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorCustodian.
(b) Any Person into which any Authenticating Agent may be merged amalgamated or converted combined or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Custodian or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the TrusteeCustodian, the Certificate Registrar Registrar, the Servicer and the DepositorIssuer. The Certificate Administrator Custodian may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeServicer, the Certificate Registrar and the DepositorIssuer. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.0711.11, the Certificate Administrator Custodian may appoint a successor Authenticating Agent, in which case the Certificate Administrator Custodian shall give written notice of such appointment to the TrusteeServicer, the Certificate Registrar and the Depositor Issuer and shall mail notice of such appointment to all Holders of CertificatesCertificateholders; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent11.
Appears in 1 contract
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.in
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MLCFC Commercial Mortgage Trust Series 2006-1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to the Notes. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Notes issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.8, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Notes to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 7.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes described in the within-mentioned Indenture. --------------------------------- as Trustee By:_________________________________ as Authenticating Agent By:_________________________________ Name: Title: Dated:______________________________
Appears in 1 contract
Samples: Indenture (Collins & Aikman Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such an Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of provided such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.corporation 52
Appears in 1 contract
Samples: Indenture (First Chicago NBD Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to the Notes. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Notes issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.8, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Notes to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 7.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes described in the within-mentioned Indenture. [ ------------------------------------ as Trustee] [By:_________________________________ as Authenticating Agent] By:_________________________________ Name: Title: Dated:______________________________
Appears in 1 contract
Samples: Indenture (Collins & Aikman Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the 79 80 Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [____________________], as Trustee, by ___________________________ as Authenticating Agent by ___________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures
Appears in 1 contract
Samples: Indenture (Waste Connections Inc/De)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wells Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, X.X. shall be terminated as Authenticating Agent. Ix xxx Authenticating Agent (other than Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall axxxxxt a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that provided, however, no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation Subordinated Indenture organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authen- ticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 1 contract
Samples: Indenture (Collins & Aikman Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator may may, at the Certificate Administrator's expense, appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo is removed as Certificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo) resigns or is terminated, the Certificate Administrator shall appoint a successor Authenticating Agent which may be the Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the TrusteeCertificate Registrar, each Master Servicer, the Certificate Registrar Special Servicer and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000___________, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If [Trustee] is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than [____________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Authenticating Agent shall be subject to Notwithstanding the same obligationsforegoing, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve located outside the Certificate Administrator from any of its obligations hereunder, United States may be appointed by the Trustee if previously approved in writing by the Company and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in if such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to meets the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions minimum capitalization requirements of this Section 5.078.14. If such Authenticating Agent publishes reports of condition at least annually, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment pursuant to law or to the Trusteerequirements of said supervising or examining authority, then for the Certificate Registrar and the Depositor and shall mail notice purposes of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.this
Appears in 1 contract
Samples: Indenture (Collins & Aikman Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may ------------------------------------- appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible -------- under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee, by _____________________________ as Authenticating Agent by _____________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures -----------------------
Appears in 1 contract
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, 93 82 pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: 94 83 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee, by ------------------------ as Authenticating Agent by ------------------------ Authorized Signatory ARTICLE NINE Supplemental Indentures
Appears in 1 contract
Samples: Indenture (Banc One Corp /Oh/)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereofTrustee. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Registrar
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.-279-
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each 242 Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent5.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Pwr8)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating 54 Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank (National Association), as Trustee By ----------------------------------- As Authenticating Agent By ----------------------------------- Authorized Officer 55
Appears in 1 contract
Samples: Indenture (First Chicago NBD Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may ------------------------------------- appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible -------- under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee, by ___________________________ as Authenticating Agent by ___________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures -----------------------
Appears in 1 contract
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 SECTION 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 SECTION 8.12 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar Master Servicer and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07SECTION 8.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided PROVIDED, HOWEVER, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating AgentSECTION 8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C4)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating 55 62 Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 1 contract
Samples: Indenture (Wilmington Trust Corp)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may ------------------------------------ appoint at its expense an Authenticating Agent, which Agent or Agents with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
Appears in 1 contract
Samples: Indenture (Agribiotech Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
SECTION 6.01. Liability of the Depositor, the Master Servicers, the Primary Servicers and the Special Servicers. The Depositor, the Master Servicers, the Primary Servicers and the Special Servicers shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, each Master Servicer, each Primary Servicer and each Special Servicer (but this shall not be construed to limit the terms of a Primary Servicing Agreement as between the applicable Master Servicer and the applicable Primary Servicer).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr16)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its the Trustee's expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined -240- capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 8.12 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 8.12 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank (National Association), as Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Officer ARTICLE NINE SUPPLEMENTAL INDENTURES
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If [Name of Trustee] is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than [Name of Trustee]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.Authenticating
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an Authenticating AgentAgent or Agents, which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Certificate Administrator Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in authenticating Certificates. The Certificate Administrator this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall cause any such be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent to execute and deliver delivery of Securities to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with on behalf of the obligations and responsibilities hereinTrustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to carry on a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees cease to act in such capacity be eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to resign immediately in the Certificate Administrator.
(b) manner and with the effect specified in this Section. Any Person corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion, conversion or consolidation to which any such Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any . An Authenticating Agent appointed in accordance with this Section 5.07 may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time resign (and upon request by giving at least thirty (30the Company shall) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor. The Certificate Administrator may at any time terminate the agency of any an Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination thereof to such Authenticating Agent, Agent and to the Trustee, the Certificate Registrar and the DepositorCompany. Upon receiving such a notice of such a resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07Section, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in Agent which case the Certificate Administrator shall give written notice of such appointment be acceptable to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 49
Appears in 1 contract
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an initial Authenticating Agent shall not relieve be the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereofTrustee. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, X.X. shall be terminated as Authenticating Agent. Ix xxx Authenticating Agent (other than Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall axxxxxt a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the TrusteeMaster Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give given written notice of such appointment to the TrusteeMaster Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Appointment of Authenticating Agents. (a) The Certificate Administrator Trustee may at the Trustee's expense appoint at its expense an one or more Authenticating AgentAgents, which shall be authorized to act on behalf of the Certificate Administrator Trustee in authenticating Certificates. The Certificate Administrator Trustee shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If U.S. Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than U.S. Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate AdministratorTrustee.
(b) Any Person into which any 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 any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator Trustee or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) 30 days’ ' advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar Registrar, each Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator Trustee may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.078.12, the Certificate Administrator Trustee may appoint a successor Authenticating Agent, in which case the Certificate Administrator Trustee shall give written notice of such appointment to the Trusteeeach Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2006-C1)
