Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 27 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2024-C), Trust Agreement (Hyundai Auto Receivables Trust 2024-C), Trust Agreement (Hyundai Auto Receivables Trust 2024-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating Agent ~~with~~ which may be the ~~consent of the Depositor~~Trustee. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section 3.13~~Section. The provisions of Sections 7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ [NAME OF AUTHENTICATING AGENT] as Authenticating Agent for the ~~Owner~~ Trustee, By: :_____________________ Authorized Officer"

Appears in 8 contracts

Samples: Series Supplement (PPlus Trust Series LTD-1), Series Supplement (PPlus Trust Series GSC-4), Trust Agreement (Pplus Trust Series GSC-3)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ ------------------------------ ------------------------------ as Authenticating Agent for the ~~Owner~~ Trustee, ~~By: Authorized Officer~~By " ------------------------------

Appears in 8 contracts

Samples: Series Supplement (Lehman Abs Corp), Corporate Bond Backed Certificates (Lehman Abs Corp), Callable Treasury Strip Trust Certificates Series Supplement (Lehman Abs Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer or as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 7 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2021-A), Trust Agreement (Hyundai Auto Receivables Trust 2021-A), Trust Agreement (Hyundai Auto Receivables Trust 2020-C)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one -------------------- or more Authenticating Agents (each, an ~~“Authenticating Agent”~~"AUTHENTICATING AGENT") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. NAME OF TRUSTEE, not in its individual capacity but solely as ~~Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner~~ Trustee, By: :___________________________ Authorized Officer"

Appears in 4 contracts

Samples: Trust Agreement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [ ] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[ ]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 3 contracts

Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13.. 16 (2018-B Amended and Restated Trust Agreement) (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2018-B), Trust Agreement (Hyundai Auto Receivables Trust 2018-B)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. 16 (2020-B Amended and Restated Trust Agreement) (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ______________________________________ as Owner Trustee By: Authorized Officer or ______________________________________ as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2020-B), Trust Agreement (Hyundai Auto Receivables Trust 2020-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ______________________________________ ______________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: ____________________________________ Authorized ~~Officer~~Signatory

Appears in 2 contracts

Samples: Base Trust Agreement (Structured Products Corp), Base Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. 16 (2017-A Amended and Restated Trust Agreement) (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Auto Receivables Trust 2017-A)

Appears in 2 contracts

Samples: Series Supplement (Merrill Lynch Depositor Inc Pplus Trust Series CMT-1), Series Supplement (Merrill Lynch Depositor Inc Pplus Trust Series CMT-1)

Authenticating Agent. (a) The ~~Owner~~ Trustee with the prior consent of the Depositor may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The Depositor ~~shall~~ agrees to pay ~~the~~ to each Authenticating Agent for whom its consent has been given from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ as Authenticating Agent for the ~~Owner~~ Trustee, By: Authorized ~~Officer~~Signatory

Appears in 2 contracts

Samples: Trust Agreement (Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1), Trust Agreement (Fixed Income Trust for Goldman Sachs Subordinated Notes, Series 2011-1)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. 16 (2021-C Amended and Restated Trust Agreement) (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2021-C), Trust Agreement (Hyundai Auto Receivables Trust 2021-C)

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Abs Funding LLC)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer or as Authenticating Agent for the Owner Trustee, By: Authorized ~~Officer~~Officer 16 (2016-B Amended and Restated Trust Agreement)

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2016-B), Trust Agreement (Hyundai Abs Funding LLC)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates. The Owner Trustee hereby appoints Citibank, N.A. as~~ Certificates (the "Authenticating ~~Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~Agent"). Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication ~~on behalf of the Owner Trustee~~ by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Seller and the [Credit Enhancer]. The Trustee is hereby appointed as the initial Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Any Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Seller. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Seller or the [Credit Enhancer], the ~~Owner~~ Trustee ~~promptly~~ may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor ~~hereunder,~~ hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee, the Seller and the [Credit Enhancer]. (d) The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section ~~3.13~~6.2B. (e) The provisions of Sections 10.4 and 10.5 shall be applicable to any Authenticating Agent. (ef) Pursuant to an appointment made under this Section ~~3.13~~6.2B, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ [ ] as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory]]

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc), Pooling and Servicing Agreement (Consumer Portfolio Services Inc)

Authenticating Agent. (a) The ~~Owner~~ Indenture Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the ~~Certificates~~ Notes which shall be authorized to act on behalf of the ~~Owner~~ Indenture Trustee in authenticating the ~~Certificates~~ Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~Notes. Whenever reference is made in this Agreement to the authentication of ~~Certificates~~ Notes by the ~~Owner~~ Indenture Trustee or the ~~Owner~~ Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Indenture Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the ~~Owner~~ Indenture Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent (other than Citibank, N.A.) shall~~ authenticating agent must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Seller and the Insurer. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Indenture Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the ~~Owner Trustee~~ Indenture Trustee, the Insurer and the ~~Depositor~~Seller. The ~~Owner~~ Indenture Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent, the Insurer and to the ~~Depositor~~Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the ~~Owner~~ Indenture Trustee or the ~~Depositor~~Seller, the ~~Owner~~ Indenture Trustee promptly may appoint a successor ~~Authenticating Agent with the consent of the Depositor~~authenticating agent. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent. (d) The Depositor~~ authenticating agent. No successor authenticating agent shall ~~pay~~ be appointed unless acceptable to the ~~Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13~~Indenture Trustee, the ~~Certificates may have endorsed thereon, in lieu of~~ Insurer and the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized OfficerSeller.

Appears in 2 contracts

Samples: Indenture (Auto Nations Receivables Corp), Indenture (Auto Nations Receivables Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. 16 (2021-B Amended and Restated Trust Agreement) (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2021-B), Trust Agreement (Hyundai Auto Receivables Trust 2021-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory

Appears in 2 contracts

Samples: Base Trust Agreement (Structured Products Corp), Base Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrator, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrator, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section 3.13~~Section. The provisions of Sections 8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this Section ~~3.13~~5.15, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ _________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: ________________________________ Authorized ~~Officer~~Signatory

Appears in 2 contracts

Samples: Base Trust Agreement (Structured Products Corp), Series Supplement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [ ] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[ ]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13.. 15 (20[__]-[_] Amended and Restated Trust Agreement) (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Abs Funding Corp), Trust Agreement (Hyundai Auto Receivables Trust 2006-B)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form~~: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer~~:

Appears in 2 contracts

Samples: Trust Agreement (Hyundai Abs Funding LLC), Trust Agreement (Hyundai Auto Receivables Trust 2018-A)

Authenticating Agent. (a) The ~~Owner~~ Indenture Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the ~~Certificates~~ Notes which shall be authorized to act on behalf of the ~~Owner~~ Indenture Trustee in authenticating the ~~Certificates~~ Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Notes. The ~~Owner~~ Indenture Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of ~~Certificates~~ the Notes upon any registration of transfer or exchange of such ~~Certificates~~Notes. Whenever reference is made in this ~~Agreement~~ Indenture to the authentication of ~~Certificates~~ the Notes by the ~~Owner~~ Indenture Trustee or the ~~Owner~~ Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent. Each Authenticating ~~Agent (~~Agent, other than ~~Citibank~~JPMorgan Chase, ~~N.A.)~~ shall be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Issuer. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Indenture Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Indenture Trustee and the ~~Depositor~~Issuer. The ~~Owner~~ Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Indenture Trustee or the ~~Depositor~~Issuer, the ~~Owner~~ Indenture Trustee promptly may appoint a successor Authenticating Agent with the consent of the ~~Depositor~~Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Issuer. (d) The ~~Depositor~~ Administrator shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~2.13. (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis mutandis, to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~2.13, the ~~Certificates~~ Notes may have endorsed thereon, in lieu of the ~~Owner~~ Indenture Trustee's certificate of ~~authentication~~authentixxxxxx, an alternate certificate of authentication in substantially the following form: This is one of the ~~Certificates~~ Notes referred to in the within mentioned ~~Agreement~~Indenture. THE BANK OF NEW YORK as ~~Owner~~ Indenture Trustee By: _____________________________ Authorized ~~Officer~~ Signatory or _________________________________ as Authenticating Agent for the ~~Owner~~ Indenture Trustee, ~~By:~~ _________________________________ Authorized Officer

Appears in 1 contract

Samples: Indenture (Chase Credit Card Master Trust)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13.. 15 (2006-A Amended and Restated Trust Agreement) (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2006-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Trustor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Trustor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Trustor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ _________________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, _________________________________________ By: Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (STRATS(SM) Trust for Procter & Gamble Securities, Series 2006-1)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Trustor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Trustor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Trustor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ U.S. Bank National Association as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~U.S. Bank National Association) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer or as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2013-C)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. _________________________ , as Owner Trustee By: ___________________________ Authorized Officer or ___________________________ as Authenticating Agent for the Owner Trustee, ~~By:~~ ___________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Auto Trust 2004-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates. The Owner Trustee hereby appoints Citibank, N.A. as~~ Certificates (the "Authenticating ~~Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~Agent"). Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication ~~on behalf of the Owner Trustee~~ by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Depositor [and the Certificate Insurer]. The Trustee is hereby appointed as the initial Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Any Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Depositor [or the Certificate Insurer], the ~~Owner~~ Trustee ~~promptly~~ may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor ~~hereunder,~~ hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee, the Depositor [and the Certificate Insurer]. (d) The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section ~~3.13~~5.3. (e) The provisions of Sections 9.3 and 9.4 shall be applicable to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~5.3, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ [ ] as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Long Beach Acceptance Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ---------------------------- ---------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, By: ------------------------- Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Structured Obligations Corp)

Appears in 1 contract

Samples: Trust Agreement (Fixed Income Client Solutions LLC)

Authenticating Agent. (a) The ~~Owner~~ Indenture Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the ~~Certificates~~ Notes which shall be authorized to act on behalf of the ~~Owner~~ Indenture Trustee in authenticating the ~~Certificates~~ Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Notes. The ~~Owner~~ Indenture Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of ~~Certificates~~ the Notes upon any registration of transfer or exchange of such ~~Certificates~~Notes. Whenever reference is made in this ~~Agreement~~ Indenture to the authentication of ~~Certificates~~ the Notes by the ~~Owner~~ Indenture Trustee or the ~~Owner~~ Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent. Each Authenticating ~~Agent (~~Agent, other than ~~Citibank~~JPMorgan Chase, ~~N.A.)~~ shall be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Issuer. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Indenture Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Indenture Trustee and the ~~Depositor~~Issuer. The ~~Owner~~ Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Indenture Trustee or the ~~Depositor~~Issuer, the ~~Owner~~ Indenture Trustee promptly may appoint a successor Authenticating Agent with the consent of the ~~Depositor~~Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Issuer. (d) The ~~Depositor~~ Administrator shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~2.13. (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis mutandis, to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~2.13, the ~~Certificates~~ Notes may have endorsed ~~thereon~~xxxxxxx, in lieu of the ~~Owner~~ Indenture Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the ~~Certificates~~ Notes referred to in the within mentioned ~~Agreement~~Indenture. THE BANK OF NEW YORK as ~~Owner~~ Indenture Trustee By: :_______________________________ Authorized ~~Officer~~ Signatory or __________________________________ as Authenticating Agent for the ~~Owner~~ Indenture Trustee, ~~By:~~ __________________________________ Authorized Officer

Appears in 1 contract

Samples: Indenture (Chase Credit Card Master Trust)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ _______________________________________ _______________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, ~~By: Authorized Officer~~By " ______________________________________

Appears in 1 contract

Samples: Series Supplement (Lehman Abs Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ---------------------------, as Owner Trustee By: ---------------------------- Authorized Officer or ---------------------------- as Authenticating Agent for the Owner Trustee, ~~By:~~ ---------------------------- Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2002-B)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ U.S. Bank National Association as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~U.S. Bank National Association) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer 16 (2013-A Amended and Restated Trust Agreement) or as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2013-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2, 8.3 and 8.9 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ---------------------------- ---------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By -------------------------- Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ U.S. Bank National Association as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~U.S. Bank National Association) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2014-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Trustor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Trustor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Trustor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each -55- Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ _________________________________________________________ _________________________________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: _____________________________________________________ Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Synthetic Fixed Income Securities Inc)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the ~~Certificates~~ Securities which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the ~~Certificates~~ Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Securities. The ~~Owner~~ Trustee ~~hereby appoints Citibank, N.A. as Authenticating~~ will appoint any Transfer Agent ~~for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~and Registrar to be an Authentication Agent. Whenever reference is made in this Agreement to the authentication of ~~Certificates~~ Securities by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Transferor. The Trustee hereby initially appoints The Bank of New York as its Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Transferor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Transferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Transferor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee and the Transferor. (d) The ~~Depositor shall~~ Servicer agrees to pay ~~the~~ each Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~6.8. (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any Authenticating Agent. (ef) Pursuant to an appointment made under this Section ~~3.13~~6.8, the ~~Certificates~~ Securities may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: Trustee's Certificate of Authentication This is one of the ~~Certificates referred to~~ securities described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ _______________________________________, as Authenticating Agent for the ~~Owner~~ Trustee By:____________________________________ Authorized Signatory Dated:_________________ Section 6.9 Tender of Exchangeable Transferor Security. (a) Upon any Exchange, the Transferor shall deliver to the Trustee for authentication under Section 6.2, one or more new Series of Investor Securities. Any such Series of Investor Securities shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Securities of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Security may (i) tender the Exchangeable Transferor Security to the Trustee in exchange for (A) one or more newly issued Series of Investor Securities or, with respect to any pre-funded Series, interests therein and (B) a reissued Exchangeable Transferor Security, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Securities which upon payment by the purchaser thereof of the Initial Invested Amount of such Securities to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Security") or (iii) take a combination of the actions specified in clauses (i) and (ii) provided that the sum of the amount of Transferor Interest which is tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of the Investor Securities delivered to the Holder of the Exchangeable Transferor Security (any such event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Securities as specified in the related Supplement, the Investor Securityholders of such Series may tender their Investor Securities and the Holder of the Exchangeable Transferor Security may tender the Exchangeable Transferor Security to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Securities and (ii) a reissued Exchangeable Transferor Security (an "Investor Exchange"). Unless otherwise specified in any Supplement, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Security may perform an Exchange by notifying the Trustee, Byin writing, at least five Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: ~~Authorized~~ (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Security at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of any Class or Series of Investor Securities to be exchanged plus the current principal amount of the Exchangeable Transferor Security) taking into account any Receivables transferred to the Trust simultaneous with such Exchange, (b) its Security Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of such Series of Investor Securities only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.9(c) and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that (i) any Class of the newly issued Series of Investor Securities sold to third parties will be characterized as either indebtedness or partnership interests for Federal and applicable state income tax purposes or (ii) that the issuance of the newly issued Series of Investor Securities will not adversely affect the Federal or Applicable Tax State income tax characterization of any outstanding Series of Investor Securities or the taxability of the Trust under Federal or Applicable Tax State income tax laws, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Class of any Series as to which it is a Rating Agency, (f) an Officer's Certificate of the Transferor, that on the Exchange Date after giving effect to such exchange (i) the Transferor Interest would be at least equal to the Minimum Transferor Interest and (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, (g) the existing Exchangeable Transferor Security or applicable Investor Securities, as the case may be and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Security or applicable Investor Securities, as the case may be, and issue, as provided above, such Series of Investor Securities and a new Exchangeable Transferor Security, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Securities, which may include without limitation: (i) its name or designation, (ii) the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Security Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Security that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Finance Charge Collections and Principal Collections), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections for such Series and the method by which the principal amount of Investor Securities of such Series shall amortize or accrete and the method for allocating Finance Charge Collections, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Securities of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series and, if more than one Class, the rights and priorities of each such Class, (xx) whether any fees will be included in the funds available to be paid for such Series, (xxi) the subordination of such Series to any other Series, (xxii) the Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a group or subject to being paired with any other Series, (xxv) whether such Series will be pre-funded, and (xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Securities and no Series of Investor Securities is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Securities then issued and outstanding. (d) The Transferor may surrender the Exchangeable Transferor Security to the Trustee in exchange for a newly issued Exchangeable Transferor Security and a second security (a "Supplemental Security"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or a Person designated by the Transferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) following such exchange, the Transferor Interest (less any interest therein represented by any Supplemental Securities) would be at least equal to the Minimum Transferor Interest ,(ii) following such exchange the Retained Interest (less any interest therein represented by any Supplemental Securities) equals or exceeds the Minimum Retained Interest, and (iii) the Trustee received prior to such exchange (A) a letter from the Rating Agency stating that the then current ratings on the Investor Securities of each rated class of each Series then outstanding will not be reduced or withdrawn because of the issuance of such Supplemental Security and (B) an Opinion of Counsel to the effect that (i) such Supplemental Security will be characterized as either indebtedness or a partnership interest for Federal and applicable state income tax purposes or (ii) that such Supplemental Security will not adversely affect the Federal, Minnesota or Delaware income tax characterization of any outstanding Series of Investor Securities or the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, transferred or exchanged only upon satisfaction of the conditions set forth in clause (iii) above.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Metris Receivables Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank~~Xxxxx Fargo Bank, ~~N.A.~~ National Association as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank~~Xxxxx Fargo Bank, ~~N.A.~~National Association) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2010-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “Authenticating Agent”) with respect to the ~~Certificates~~ Securities which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the ~~Certificates~~ Securities in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Securities. The ~~Owner~~ Trustee ~~hereby appoints Citibank, N.A. as Authenticating~~ will appoint any Transfer Agent ~~for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~and Registrar to be an Authentication Agent. Whenever reference is made in this Agreement to the authentication of ~~Certificates~~ Securities by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Transferor. The Trustee hereby initially appoints U.S. Bank National Association as its Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Transferor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Transferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Transferor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee and the Transferor. (d) The ~~Depositor shall~~ Servicer agrees to pay ~~the~~ each Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~6.8. (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~6.8, the ~~Certificates~~ Securities may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: Trustee’s Certificate of Authentication This is one of the ~~Certificates referred to~~ securities described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ , as Authenticating Agent for the ~~Owner Trustee,~~ Trustee By: ~~Authorized Officer~~Dated:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Metris Master Trust)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. _______________________________, as Owner Trustee By: _______________________________ Authorized Officer or _______________________________ as Authenticating Agent for the Owner Trustee, ~~By:~~ _______________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Bank Usa)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates. The Owner Trustee hereby appoints Citibank, N.A. as~~ Certificates (the "Authenticating ~~Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~Agent"). Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication ~~on behalf of the Owner Trustee~~ by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Depositor and the Certificate Insurer. The Trustee is hereby appointed as the initial Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Any Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Depositor or the Certificate Insurer, the ~~Owner~~ Trustee ~~promptly~~ may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor ~~hereunder,~~ hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee, the Depositor and the Certificate Insurer. (d) The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section ~~3.13~~6.2B. (e) The provisions of Sections 10.4 and 10.5 shall be applicable to any Authenticating Agent. (ef) Pursuant to an appointment made under this Section ~~3.13~~6.2B, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ [ ] as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)

Appears in 1 contract

Samples: Trust Agreement (Merrill Lynch Depositor Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, ~~By:~~ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Auto Owner Trust 2005-B)

Authenticating Agent. (a) The ~~Owner~~ Indenture Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the ~~Certificates~~ Notes which shall be authorized to act on behalf of the ~~Owner~~ Indenture Trustee in authenticating the ~~Certificates~~ Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Notes. The ~~Owner~~ Indenture Trustee hereby appoints ~~Citibank, N.A.~~ Chase as Authenticating Agent for the authentication of ~~Certificates~~ the Notes upon any registration of transfer or exchange of such ~~Certificates~~Notes. Whenever reference is made in this ~~Agreement~~ Indenture to the authentication of ~~Certificates~~ the Notes by the ~~Owner~~ Indenture Trustee or the ~~Owner~~ Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent. Each Authenticating ~~Agent (~~Agent, other than ~~Citibank~~Chase, ~~N.A.)~~ shall be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Issuer. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Indenture Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Indenture Trustee and the ~~Depositor~~Issuer. The ~~Owner~~ Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Indenture Trustee or the ~~Depositor~~Issuer, the ~~Owner~~ Indenture Trustee promptly may appoint a successor Authenticating Agent with the consent of the ~~Depositor~~Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Issuer. (d) The ~~Depositor~~ Servicer shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~2.13. (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis mutandis, to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~2.13, the ~~Certificates~~ Notes may have endorsed ~~thereon~~xxxxxxx, in lieu of the ~~Owner~~ Indenture Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the ~~Certificates~~ Notes referred to in the within mentioned ~~Agreement~~Indenture. ------------------------------------- as ~~Owner~~ Indenture Trustee By: ----------------------------------- Authorized Officer or ------------------------------------- as Authenticating Agent for the ~~Owner~~ Indenture Trustee, ~~By:~~ ------------------------------------- Authorized Officer

Appears in 1 contract

Samples: Indenture (Chase Manhattan Bank Usa)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Trustor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Trustor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Trustor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ---------------------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, By: ------------------------------------- Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Synthetic Fixed Income Securities Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [__________________________] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[_________________________]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. The provisions of Sections 7.01, 7.03, 7.04, 7.06, 8.01 and 8.02 shall be applicable to any Authenticating Agent. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ---------------------------------------------- as Owner Trustee By: ------------------------------------------ Authorized Officer or ---------------------------------------------- as Authenticating Agent for the Owner Trustee, By: ------------------------------------------ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may -------------------- appoint one or more Authenticating Agents (each, an ~~“Authenticating Agent”~~"AUTHENTICATING AGENT") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. NAME OF TRUSTEE, not in its individual capacity but solely as ~~Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner~~ Trustee, By: :___________________________ Authorized Officer"

Appears in 1 contract

Samples: Trust Agreement (Elmwood Funding LTD)

Appears in 1 contract

Samples: Trust Agreement (Merrill Lynch Depositor Inc)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (~~each,~~ each an “"Authenticating Agent”") with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. ~~The Owner~~ Either the Trustee ~~hereby appoints Citibank~~or the Authenticating Agent, ~~N.A. as Authenticating Agent for~~ if any, then appointed and acting on behalf of the ~~authentication of Certificates upon any registration of transfer or exchange of such~~ Trustee shall authenticate the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ reasonably acceptable to ~~acceptance by the Depositor~~NAFCO. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ document or any further act on the part of the ~~Owner Trustee or~~ Trustee, such Authenticating ~~Agent~~Agent or any other Person. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and ~~the Depositor~~to NAFCO. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to ~~the Depositor~~NAFCO. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or ~~the Depositor~~NAFCO, the ~~Owner~~ Trustee may promptly ~~may~~ appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee and NAFCO. (d) The ~~Depositor shall~~ Administrator agrees to pay ~~the~~ to each Authenticating Agent (if any), as an expense of the Administrator paid out of the Administration Fee, reasonable compensation from time to time ~~reasonable compensation~~ for ~~its~~ services performed by such Authenticating Agent under this Section ~~3.13~~6.08. (e) The provisions of Sections 11.01, 11.02, 11.03, 11.04 and 11.05 shall be applicable to any Authenticating Agent as if the references in the applicable provisions thereof to "the Trustee" were also references to the Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~6.08, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Supplement dated as of __________ ___, 199_. __________________, as ~~Owner~~ Trustee By~~: Authorized Officer~~ :_________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: :_________________________ Authorized Officer."

Appears in 1 contract

Samples: Pooling and Administration Agreement (National Auto Finance Co Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [______] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[______]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. The provisions of Sections 7.01, 7.03, 7.04, 7.06, 8.01 and 8.02 shall be applicable to any Authenticating Agent. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Trustor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Trustor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Trustor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ___________________________________________________ ___________________________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: ________________________________________________ Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Synthetic Fixed Income Securities Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this ~~Section~~ SECTION 3.13. (e) The provisions of SECTIONS 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this ~~Section~~ SECTION 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ----------------------------, as Owner Trustee By: ---------------------------- Authorized Officer or ---------------------------- as Authenticating Agent for the Owner Trustee, ~~By:~~ ---------------------------- Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2002-A)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ----------------------------, as Owner ~~Trustee~~ Trustee-- By: ------------------------------ Authorized Officer or ----------------------------- as Authenticating Agent for the Owner Trustee, ~~By:~~ ----------------------------- Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2003-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (~~each,~~ each an “"Authenticating Agent”") with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. ~~The Owner~~ Either the Trustee ~~hereby appoints Citibank~~or the Authenticating Agent, ~~N.A. as Authenticating Agent for~~ if any, then appointed and acting on behalf of the ~~authentication of Certificates upon any registration of transfer or exchange of such~~ Trustee shall authenticate the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ reasonably acceptable to ~~acceptance by the Depositor~~NAFCO. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ document or any further act on the part of the ~~Owner Trustee or~~ Trustee, such Authenticating ~~Agent~~Agent or any other Person. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and ~~the Depositor~~to NAFCO. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to ~~the Depositor~~NAFCO. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or ~~the Depositor~~NAFCO, the ~~Owner~~ Trustee may promptly ~~may~~ appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee and NAFCO. (d) The ~~Depositor shall~~ Administrator agrees to pay ~~the~~ to each Authenticating Agent (if any), as an expense of the Administrator paid out of the Administration Fee, reasonable compensation from time to time ~~reasonable compensation~~ for ~~its~~ services performed by such Authenticating Agent under this Section ~~3.13~~6.08. (e) The provisions of Sections 11.01, 11.02, 11.03, 11.04 and 11.05 shall be applicable to any Authenticating Agent as if the references in the applicable provisions thereof to "the Trustee" were also references to the Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~6.08, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Supplement dated as of ___________ __, 199_. _________________________, as ~~Owner~~ Trustee By: ~~Authorized Officer~~ ------------------------------------------ as Authenticating Agent for the ~~Owner~~ Trustee, By: ------------------------------------------ Authorized Officer."

Appears in 1 contract

Samples: Pooling and Administration Agreement (National Auto Finance Co Inc)

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2012-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in ~~this Agreement~~ these Standard Terms to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under these Standard Terms. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this Section ~~3.13~~5.15, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms for Trust Agreements and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ as Authenticating Agent for the ~~Owner~~ Trustee, By: Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Trust Agreement (Hexagon ABS Corp.)

Authenticating Agent. (a) The ~~Owner~~ Indenture Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the ~~Certificates~~ Notes which shall be authorized to act on behalf of the ~~Owner~~ Indenture Trustee in authenticating the ~~Certificates~~ Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Notes. The ~~Owner~~ Indenture Trustee hereby appoints ~~Citibank, N.A.~~ Chase as Authenticating Agent for the authentication of ~~Certificates~~ the Notes upon any registration of transfer or exchange of such ~~Certificates~~Notes. Whenever reference is made in this ~~Agreement~~ Indenture to the authentication of ~~Certificates~~ the Notes by the ~~Owner~~ Indenture Trustee or the ~~Owner~~ Indenture Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Indenture Trustee by an Authenticating Agent. Each Authenticating ~~Agent (~~Agent, other than ~~Citibank~~Chase, ~~N.A.)~~ shall be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Issuer. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Indenture Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Indenture Trustee and the ~~Depositor~~Issuer. The ~~Owner~~ Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Indenture Trustee or the ~~Depositor~~Issuer, the ~~Owner~~ Indenture Trustee promptly may appoint a successor Authenticating Agent with the consent of the ~~Depositor~~Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Issuer. (d) The ~~Depositor~~ Servicer shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section ~~3.13~~2.13 pursuant to Section 4.7 of the Sale and Servicing Agreement. (e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis mutandis, to any Authenticating Agent. (f) Pursuant to an appointment made under this Section ~~3.13~~2.13, the ~~Certificates~~ Notes may have endorsed ~~thereon~~xxxxxxx, in lieu of the ~~Owner~~ Indenture Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the ~~Certificates~~ Notes referred to in the within mentioned ~~Agreement~~Indenture. ------------------------------------, as ~~Owner~~ Indenture Trustee By: -------------------------------- Authorized Officer or --------------------------------------- as Authenticating Agent for the ~~Owner~~ Indenture Trustee, ~~By:~~ --------------------------------------- Authorized Officer

Appears in 1 contract

Samples: Indenture (Chase Manhattan Bank Usa)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d) The Depositor shall pay the~~ . No successor Authenticating Agent ~~from time~~ shall be appointed unless acceptable to ~~time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13~~the Administrative Agent, ~~the Certificates may have endorsed thereon~~if any, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officerand the

Appears in 1 contract

Samples: Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. 16 (2022-C Amended and Restated Trust Agreement) (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2022-C)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ --------------------------- --------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By ------------------------- Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. __________________________________ , as Owner Trustee By: ________________________________ Authorized Officer or ________________________________ as Authenticating Agent for the Owner Trustee, ~~By:~~ ________________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Bank Usa Chase Manhattan Auto Owner Tr 03 C)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer or as Authenticating Agent for the Owner Trustee, By: Authorized ~~Officer~~Officer 18 (2015-B Amended and Restated Trust Agreement)

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2015-B)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. _______________________________________ as Owner Trustee By: _____________________________________ Authorized Officer or ______________________________________ as Authenticating Agent for the Owner Trustee, By: _____________________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2009-A)

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2014-B)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Despositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ ----------------------------------------- ----------------------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, ~~By: Authorized Officer~~By ---------------------------------------

Appears in 1 contract

Samples: Trust Agreement (Southpoint Structured Assets Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ______________________________________ as Owner Trustee By: ___________________________________ Authorized Officer or ______________________________________ as Authenticating Agent for the Owner Trustee, By: ___________________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2008-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates. The Owner Trustee hereby appoints Citibank, N.A. as~~ Certificates (the "Authenticating ~~Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates~~Agent"). Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication ~~on behalf of the Owner Trustee~~ by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the ~~Depositor~~Seller and the Certificate Insurer. The Trustee is hereby appointed as the initial Authenticating Agent. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent. (c) An Any Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Seller. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the ~~Depositor~~Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the ~~Depositor~~Seller or the Certificate Insurer, the ~~Owner~~ Trustee ~~promptly~~ may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor ~~hereunder,~~ hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless acceptable to the Trustee, the Seller and the Certificate Insurer. (d) The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from its own funds from time to time reasonable compensation for its services under this Section ~~3.13~~6.2B. (e) The provisions of Sections 10.4 and 10.5 shall be applicable to any Authenticating Agent. (ef) Pursuant to an appointment made under this Section ~~3.13~~6.2B, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned~~ Pooling and Servicing Agreement. ~~as Owner Trustee By: Authorized Officer~~ [ ] as Authenticating Agent for the ~~Owner~~ Trustee, ~~By:~~ By Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ~~as Owner Trustee~~ , By: Authorized Officer as Authenticating Agent for the Owner Trustee, ~~By:~~ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (JPMorgan Chase Bank, National Association)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. , as Owner Trustee By: Authorized Officer , as Authenticating Agent for the Owner Trustee, ~~By:~~ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Auto Owner Trust 2005-A)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Metris Master Trust)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this ~~Section 3.13~~Section. The provisions of Sections 7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ [NAME OF AUTHENTICATING AGENT] as Authenticating Agent for the ~~Owner~~ Trustee, By: :______________________ Authorized Officer"

Appears in 1 contract

Samples: Trust Agreement (Merrill Lynch Depositor Inc)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in ~~this Agreement~~ these Standard Terms to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under these Standard Terms. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2 and 8.3 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this Section ~~3.13~~5.15, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms for Trust Agreements and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ________________________________________ as Authenticating Agent for the ~~Owner~~ Trustee~~, By: Authorized Officer~~,

Appears in 1 contract

Samples: Trust Agreement (CSFB Asset Repackaging Depositor LLC)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificate which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificate in connection with the issuance, delivery, registration of transfer, exchange or repayment of the ~~Certificates~~Certificates and the Class R Certificate. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase Bank as Authenticating Agent for the authentication of Certificates and the Class R Certificate upon any issuance or registration of transfer or exchange of ~~such Certificates~~the Certificates or the Class R Certificate. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificate by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase Bank) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. , ---------------------------- as Owner Trustee By: ---------------------------- Authorized Officer or ---------------------------- as Authenticating Agent for the Owner Trustee, ~~By:~~ ---------------------------- Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2003-A)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ U.S. Bank National Association as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~U.S. Bank National Association) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized ~~Officer~~Officer 17 (2013-B Amended and Restated Trust Agreement)

Appears in 1 contract

Samples: Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Trust Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank, N.A.) shall~~ must be ~~subject~~ acceptable to ~~acceptance by~~ the Depositor. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Standard Terms and the related Series Supplement. ~~as Owner Trustee By~~Dated: ~~Authorized Officer~~ ________________________________________ ________________________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By~~: Authorized Officer~~______________________________________

Appears in 1 contract

Samples: Trust Agreement (Southpoint Structured Assets Inc)

Authenticating Agent. ~~(a)~~ The ~~Owner~~ Trustee ~~may~~ shall upon Company request appoint one or more ~~Authenticating Agents~~ authenticating agents (~~each~~including, ~~an “Authenticating Agent”~~without limitation, the Company or any Affiliate thereof) ~~with respect to the Certificates~~ which shall be authorized ~~to act~~ on behalf of the ~~Owner~~ Trustee in authenticating ~~the Certificates~~ Securities in connection with the ~~issuance~~issue, delivery, registration of transfer, ~~exchange~~ exchange, partial redemption or repayment ~~of the Certificates~~thereof (an "Authenticating Agent"). ~~The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever~~ Wherever reference is made in this ~~Agreement~~ Indenture to the authentication of ~~Certificates~~ Securities by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Company and must be a corporation organized and doing business under the laws of the United States or of any State, ~~N.A.) shall be~~ having a combined capital and surplus of at least $1,000,000, 40 authorized under such laws to do a trust business and subject to ~~acceptance~~ supervision or examination by Federal or State authorities or the ~~Depositor. (b)~~ equivalent foreign authority in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. The Trustee hereby initially appoints Xxxxx Fargo Bank Minnesota, N.A. as its Authenticating Agent. Any ~~institution~~ corporation succeeding to the corporate agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving written notice of resignation to the ~~Owner~~ Trustee and to the ~~Depositor~~Company. The ~~Owner~~ Trustee may at any time terminate the agency of an any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ~~Depositor~~Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be ~~acceptable to~~ eligible in accordance with the ~~Owner Trustee or the Depositor~~provisions of this Section, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all ~~the~~ rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating ~~Agent. (d) The Depositor shall pay the~~ Agent herein. No successor Authenticating Agent ~~from time~~ shall be appointed unless eligible under the provisions of this Section. The provisions of Sections 1.04, 1.08, 2.06, 2.09, 5.02, 5.03, 5.04, and 5.06 shall be applicable to ~~time reasonable compensation for its services under this Section 3.13. (e)~~ any Authenticating Agent. Pursuant to an each appointment made under this ~~Section 3.13~~Section, the ~~Certificates~~ Securities may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the ~~Certificates referred to~~ Securities described in the ~~within~~ within-mentioned ~~Agreement. as Owner Trustee By: Authorized Officer as~~ Indenture. A. By ------------------------------------------ As Authenticating Agent for the ~~Owner Trustee, By:~~ Trustee By ------------------------------------------ Authorized ~~Officer~~Signatory Dated ---------------------------------------

Appears in 1 contract

Samples: Indenture (Wells Fargo & Co/Mn)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents (each, an “Authenticating Agent”)~~ authenticating agents with respect to the Certificates and the Class R Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates and the Class R Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates and the Class R Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ JPMorgan Chase as ~~Authenticating Agent~~ authenticating agent for the authentication of Certificates and the Class R Certificates upon any issuance or registration of transfer or exchange of ~~such~~ the Certificates or the Class R Certificates. Whenever reference is made in this Agreement to the authentication of Certificates or the Class R Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an ~~Authenticating Agent~~ authenticating agent and a certificate of authentication executed on behalf of the Owner Trustee by an ~~Authenticating Agent~~authenticating agent. Each ~~Authenticating Agent~~ authenticating agent (other than ~~Citibank, N.A.~~JPMorgan Chase) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate trust or agency business of an ~~Authenticating Agent~~ authenticating agent shall continue to be an ~~Authenticating Agent~~ authenticating agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such ~~Authenticating Agent~~authenticating agent. (c) An ~~Authenticating Agent~~ authenticating agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an ~~Authenticating Agent~~ authenticating agent by giving notice of termination to such ~~Authenticating Agent~~ authenticating agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an ~~Authenticating Agent~~ authenticating agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor ~~Authenticating Agent~~ authenticating agent with the consent of the Depositor. Any successor ~~Authenticating Agent~~ authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the ~~Authenticating Agent~~ authenticating agent from time to time reasonable compensation for its services under this Section 3.13. (e) The provisions of Sections 7.1, 7.3, 7.4, 7.5, 7.6, 8.1 and 8.2 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ________________________, as Owner Trustee By: Authorized Officer or as Authenticating Agent for the Owner Trustee, ~~By:~~ Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Trust Agreement (Chase Auto Owner Trust 2006-A)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2, 8.3 and 8.9 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ____________________________ as Authenticating Agent for the ~~Owner~~ Trustee, By: __________________________ Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ______________________________________________________ as Owner Trustee By: ___________________________________________________ Authorized Officer or ______________________________________________________ as Authenticating Agent for the Owner Trustee, By: :____________________________________________________ Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Auto Receivables Trust 2010-A)

Authenticating Agent. (a) The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [ ] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[ ]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's ’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. as Owner Trustee By: Authorized Officer as Authenticating Agent for the Owner Trustee, By: Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Abs Funding Corp)

Authenticating Agent. (a) The ~~Owner~~ Trustee may appoint one or more Authenticating Agents (each, an “"Authenticating Agent”") with respect to the Certificates of any Series which shall be authorized to act on behalf of the ~~Owner~~ Trustee in authenticating ~~the~~ such Certificates in connection with the issuance, ~~delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any~~ delivery and registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the ~~Owner~~ Trustee or the ~~Owner~~ Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the ~~Owner~~ Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the ~~Owner~~ Trustee by an Authenticating Agent. Each Authenticating Agent ~~(other than Citibank~~must be acceptable to the Depositor and the Administrative Agent, ~~N.A.)~~ if any. Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent pursuant to this Section 5.15 shall ~~be subject to acceptance by~~ not release the ~~Depositor~~Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of an any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any ~~paper~~ power or any further act on the part of the ~~Owner~~ Trustee or such Authenticating Agent~~. (c)~~ . An Authenticating Agent may at any time resign by giving ~~written~~ notice of resignation to the ~~Owner~~ Trustee and to the Depositor. The ~~Owner~~ Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the ~~Owner~~ Trustee or the Depositor, the ~~Owner~~ Trustee promptly may appoint a successor Authenticating ~~Agent with the consent of the Depositor~~Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent~~. (d)~~ . No successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Depositor. The ~~Depositor shall~~ Trustee agrees to pay ~~the~~ to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section ~~3.13~~8.1, 8.2, 8.3 and 8.9 shall be applicable to any Authenticating Agent. (ec) Pursuant to an appointment made under this ~~Section 3.13~~Section, the Certificates may have endorsed thereon, in lieu of the ~~Owner~~ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates ~~referred to~~ described in the ~~within mentioned Agreement~~Trust Agreement and the related Series Supplement. ~~as Owner Trustee By: Authorized Officer~~ ---------------------------- ---------------------------- as Authenticating Agent for the ~~Owner~~ Trustee, By: __________________________ Authorized ~~Officer~~Signatory

Appears in 1 contract

Samples: Base Trust Agreement (Structured Products Corp)

Authenticating Agent. (a) The Owner Trustee may appoint one or more ~~Authenticating Agents~~ authenticating agents (each, an “"Authenticating Agent”") with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints ~~Citibank, N.A.~~ [_______________] as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than ~~Citibank, N.A.~~[_______________]) shall be subject to acceptance by the Depositor. (b) Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an ~~Authenticating Agent~~authenticating agent. (d) The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13. The provisions of Sections 7.01, 7.03, 7.04, 7.06, 8.01 and 8.02 shall be applicable to any Authenticating Agent. (e) Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within mentioned Agreement. ___________________________________ as Owner Trustee By: ------------------------------- Authorized Officer or ___________________________________ as Authenticating Agent for the Owner Trustee, By: ------------------------------- Authorized Officer

Appears in 1 contract

Samples: Trust Agreement (Hyundai Abs Funding Corp)

Common use of Authenticating Agent Clause in Contracts