Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities. (b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. (c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13. (d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 30 contracts
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-3), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Multi Class Cer Ser 2002-8), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-4)
Authenticating Agent. (a) The Trustee Certificate Administrator may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Certificate Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee Certificate Administrator and to the ServicerDepositor. The Trustee Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.09, the Trustee Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.09. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the TrusteeCertificate Administrator. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Certificate Administrator. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 28 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Authenticating Agent. (a) The Trustee Trust Administrator may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee Trust Administrator in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee Trust Administrator or the TrusteeTrust Administrator's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee Trust Administrator by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee Trust Administrator by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Trust Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Trust Administrator the Seller and to the Master Servicer. The Trustee Trust Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Seller and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee Trust Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the TrusteeTrust Administrator. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.68.06.
Appears in 18 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2001-12), Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Ps THR Cer Ser 2001-10), Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2000-2)
Authenticating Agent. (a) The Trustee Certificate Administrator may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Trust Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be an entity organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment. Any corporation entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation entity succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Certificate Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee Certificate Administrator and to the ServicerDepositor. The Trustee Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.09, the Trustee Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Trust Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.09. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the TrusteeCertificate Administrator. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Certificate Administrator. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 15 contracts
Sources: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-5c12 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-5c12 Mortgage Trust)
Authenticating Agent. (a) The Upon the request of the Servicer, the Trustee may shall appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized , initially, Marine Midland Bank, with power to act on the Trustee's behalf and subject to its direction in the authentication and delivery of the Trustee Certificates in authenticating connection with transfers and exchanges under Section 4.02, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Certificates. Wherever reference is made in For all purposes of this Agreement to Agreement, the authentication and delivery of Certificates by the Trustee or the Trustee's certificate of authentication, such reference Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf and delivery of Certificates by the Trustee. Such Authenticating Agent shall at all times be a Person meeting the requirements for the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agentset forth in Section 12.06. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York corporation or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation national banking association into which the any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which the any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to all or substantially all of the corporate agency trust business of the any Authenticating Agent, shall continue to be the successor of the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the Authenticating Agent.
(c) The Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the any Authenticating Agent by giving written notice of termination to the such Authenticating Agent and to the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the any Authenticating Agent shall cease to be eligible in accordance with the provisions of under this Section 8.13Section, the Trustee shall promptly shall appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Certificate Register. The Servicer and shall mail notice of such appointment agrees to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid pay to the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 4.04 and 12.03 shall be a reimbursable expense under Section 8.6applicable to any Authenticating Agent.
Appears in 10 contracts
Sources: Pooling and Servicing Agreement (BLC Financial Services Inc), Pooling and Servicing Agreement (Money Store of New York Inc), Pooling and Servicing Agreement (BLC Financial Services Inc)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Seller and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Seller and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6payable by the Master Servicer.
Appears in 10 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-W Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Asset-Backed Pass -Through Certificates, Series 2005-1), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mortgage Pass-Through Certificates Series 2005-Ar6)
Authenticating Agent. (a) The Upon the request of the Servicer, the Trustee may shall appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized , with power to act on the Trustee's behalf and subject to its direction in the authentication and delivery of the Trustee Certificates in authenticating connection with transfers and exchanges under Section 4.02, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Certificates. Wherever reference is made in For all purposes of this Agreement to Agreement, the authentication and delivery of Certificates by the Trustee or the Trustee's certificate of authentication, such reference Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf and delivery of Certificates by the Trustee. Such Authenticating Agent shall at all times be a Person meeting the requirements for the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agentset forth in Section 12.06, other than Section 12.06(iv). Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York corporation or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation national banking association into which the any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which the any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to all or substantially all of the corporate agency trust business of the any Authenticating Agent, shall continue to be the successor of the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the Authenticating Agent.
(c) The Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the any Authenticating Agent by giving written notice of termination to the such Authenticating Agent and to the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the any Authenticating Agent shall cease to be eligible in accordance with the provisions of under this Section 8.13Section, the Trustee shall promptly shall appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Certificate Register. The Servicer and shall mail notice of such appointment agrees to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid pay to the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 4.04 and 12.03 shall be a reimbursable expense under Section 8.6applicable to any Authenticating Agent.
Appears in 9 contracts
Sources: Pooling and Servicing Agreement (Money Store Home Equity Corp), Pooling and Servicing Agreement (Money Store Home Equity Corp), Pooling and Servicing Agreement (Money Store Trust 1996-D)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Seller and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerSeller. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerSeller. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.07, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.07. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Ii Series 1997-Gl I), Pooling and Servicing Agreement (Commercial Mortgage Pass Through Cert Series 1998 Gl Ii), Pooling and Servicing Agreement (Gs Mortgages Sec Corp Ii Com Mort Pas THR Cert Ser 1998-C1)
Authenticating Agent. (a) The Grantor Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Grantor Trustee in authenticating Certificatesor countersigning the Grantor Trust Certificate. Wherever reference is made in this Agreement to the authentication of Certificates the Grantor Trust Certificate by the Grantor Trustee or the Grantor Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Grantor Trustee by the Authenticating Agent and a certificate certification of authentication executed on behalf of the Grantor Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Grantor Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' day's advance written notice of resignation to the Grantor Trustee and to the ServicerDepositor. The Grantor Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.136.10, the Grantor Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall give written notice of such appointment to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholdersthe Grantor Trust Holder. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 6.10. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Grantor Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable at the expense under of the Grantor Trustee pursuant to Section 8.66.04.
Appears in 6 contracts
Sources: Grantor Trust Agreement (Master Financial Asset Securitization Trust 1998-2), Grantor Trust Agreement (Painewebber Mort Accept Corp Iv Empire Funding 1999-1), Grantor Trust Agreement (Painewebber Mortgage Acceptance Corporation Iv)
Authenticating Agent. (a) The Trustee Certificate Administrator may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Certificate Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee Certificate Administrator and to the ServicerDepositor. The Trustee Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.09, the Trustee Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.all
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Series 1997-D5), Pooling and Servicing Agreement (Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4), Pooling and Servicing Agreement (Asset Securitization Corp Series 1997-D5)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Seller and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Seller and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6payable by the Trustee.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-P Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-T Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-S Trust)
Authenticating Agent. (a) The Upon the request of the Servicer, the Trustee may shall appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized , initially, HSBC Bank USA, with power to act on the Trustee's behalf and subject to its direction in the authentication and delivery of the Trustee Certificates in authenticating connection with transfers and exchanges under Section 4.02, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Certificates. Wherever reference is made in For all purposes of this Agreement to Agreement, the authentication and delivery of Certificates by the Trustee or the Trustee's certificate of authentication, such reference Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf and delivery of Certificates by the Trustee. Such Authenticating Agent shall at all times be a Person meeting the requirements for the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agentset forth in Section 12.06. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York corporation or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation national banking association into which the any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which the any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to all or substantially all of the corporate agency trust business of the any Authenticating Agent, shall continue to be the successor of the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the Authenticating Agent.
(c) The Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the any Authenticating Agent by giving written notice of termination to the such Authenticating Agent and to the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the any Authenticating Agent shall cease to be eligible in accordance with the provisions of under this Section 8.13Section, the Trustee shall promptly shall appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Certificate Register. The Servicer and shall mail notice of such appointment agrees to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid pay to the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 4.04 and 12.03 shall be a reimbursable expense under Section 8.6applicable to any Authenticating Agent.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Money Store of New York Inc), Pooling and Servicing Agreement (First International Bancorp Inc), Pooling and Servicing Agreement (First International Bancorp Inc)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee and to the ServicerDepositor. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.07, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.07. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerDepositor. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.07, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.07. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2007-Gg10)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerDepositor. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.135.07, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 5.07. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Structured Asset Securities Corp Series 1997 Ll I), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Cap I Inc Comm Mort Pass THR Cer Ser 1998 Xl2)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall pay the Authenticating Agent reasonable compensation from its own funds and the Trustee shall remain liable for all actions of any Authenticating Agent and shall not be relieved of any of its obligations hereunder. The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (PNC Mort Sec Corp Com Mort Pass THR Cert Ser 2000-C1), Pooling and Servicing Agreement (PNC Mort Accept Corp Commerc Mort Pass THR Cert Ser 1999 Cm1), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Authenticating Agent. (a) The Grantor Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Grantor Trustee in authenticating Certificatesthe Grantor Trust Certificate. Wherever reference is made in this Agreement to the authentication of Certificates the Grantor Trust Certificate by the Grantor Trustee or the Grantor Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Grantor Trustee by the Authenticating Agent and a certificate certification of authentication executed on behalf of the Grantor Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Grantor Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' day's advance written notice of resignation to the Grantor Trustee and to the ServicerDepositor. The Grantor Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.136.10, the Grantor Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall give written notice of such appointment to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholdersthe Grantor Trust Holder. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 6.10. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Grantor Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable at the expense under of the Grantor Trustee pursuant to Section 8.66.04.
Appears in 2 contracts
Sources: Grantor Trust Agreement (Empire Funding Home Loan Owner Trust 1997-5), Grantor Trust Agreement (Empire Funding Home Loan Owner Trust 1998-1)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, IllinoisYork, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerTrustee. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerAgent. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.136.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer Agent and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.136.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.66.6.
Appears in 2 contracts
Sources: Pooling Agreement (Merrill Lynch Mortgage Investors Inc), Pooling Agreement (Merrill Lynch Mortgage Investors Inc)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Seller and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Seller and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.68.06.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2001-30 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2001 22 Trust)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996-C1), Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996 C2)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Icifc Secured Assets Corp), Pooling and Servicing Agreement (Amresco Commercial Mortgage Funding I Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. 202 Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, each Special Servicer and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, each Special Servicer and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance 109 written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Muilti Cl Mort Ps THR CRTS Ser 2003-8), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Muilti Cl Mort Ps THR CRTS Ser 2003-8)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Trustee and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Trustee, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent other than the initial Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.27, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.27. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under of the Trustee. Notwithstanding the foregoing in this Section 8.63.27, the appointment of the Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C3), Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-1), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-4)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Seller and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Seller and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Seller, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.68.06.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee 103 by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "-------------------- Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.Section
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ba Mortgage Securities Inc/)
Authenticating Agent. (a) There may be an Authenticating Agent appointed by the Trustee to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of the Notes. The Trustee may appoint from time to time an authenticating agent (the "Notes authenticated by such Authenticating Agent") which Agent shall be authorized entitled to act on behalf the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee in authenticating CertificatesTrustee. Wherever reference is made in this Agreement the Indenture to the authentication and delivery of Certificates Notes by the Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by the an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the such Authenticating Agent. Any successor Such Authenticating Agent must shall at all times be acceptable a Person organized and doing business under the laws of the United States or of any State, authorized under such laws to the Servicer and have a principal office and place of business in New Yorkexercise corporate trust powers, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal Federal or state authorities.
(b) State authority. Any corporation Person into which the any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate agency business of the any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the such Authenticating Agent.
(c) The . Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of the any Authenticating Agent by giving written notice of termination to the such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13Company.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Indenture (Synovus Financial Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation 131 succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any 101 successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-5)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationβs countersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer, and shall give written notice of such appointment to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6payable by the Master Servicer.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerTrustee. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerAgent. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.136.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer Agent and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.136.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.66.6.
Appears in 1 contract
Sources: Pooling Agreement (Abn Amro Mortgage Corp Series 1999-Rsi)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to Trustee, the Depositor or the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Master Servicers and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Master Servicers, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the ServicerMaster Servicers. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the ServicerMaster Servicers. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Master Servicers and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Master Servicer and have a principal office and place of business in New York_______, New York __________________ or Chicago________________, Illinois__________, have a combined capital and surplus of at least $50,000,000__________, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Amresco Commercial Mortgage Funding I Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certificates Series 1998 C1)
Authenticating Agent. (a) The Trustee Bond Administrator may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Bond Administrator shall serve as the initial Authenticating Agent and the Bond Administrator hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Bond Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Bond Administrator, the Bond Administrator, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall Bond Administrator may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the TrusteeBond Administrator. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Bond Administrator.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp Series 2000-C1)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.. 106
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Multi-Class Mor Pas THR Cer Ser 2003-11)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.. 112
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-9)
Authenticating Agent. (a) The Trustee may shall upon Company request appoint from time one or more authenticating agents (including, without limitation, the Company or any Affiliate thereof) with respect to time an authenticating agent (the "Authenticating Agent") one or more series of Debt Securities which shall be authorized to act on behalf of the Trustee in authenticating CertificatesDebt Securities of such series in connection with the issue, delivery, registration of transfer, exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in this Agreement Indenture to the authentication of Certificates Debt Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent an authenticating agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agentan authenticating agent. Any successor Authenticating Agent Each authenticating agent must be acceptable to the Servicer Company and have must be a principal office corporation organized and place doing business under the laws of business in New Yorkthe United States or of any State, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,0001,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authorities.
(b) State authorities or the 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 [________________] as its authenticating agent. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, an authenticating agent shall continue to be the Authenticating Agent an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent such authenticating agent. An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerCompany or the Guarantor. The Trustee may at any time terminate the agency of the Authenticating Agent any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to the Authenticating Agent such authenticating agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of this Section 8.13Section, the Trustee promptly shall may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent an authenticating agent herein. No successor Authenticating Agent authenticating agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) Section. The Authenticating Agent Company and the Guarantor agree to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 104, 111, 306, 309, 703, 704 and 705 shall be applicable to any authenticating agent. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have no responsibility or liability for any action taken by it as such at the direction endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. Any reasonable compensation paid to the By: -------------------------------------------- As Authenticating Agent shall be a reimbursable expense under Section 8.6.for the Trustee By: --------------------------------------------- Authorized Office
Appears in 1 contract
Authenticating Agent. (a) The Trustee Trust Administrator may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee Trust Administrator in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee Trust Administrator or the TrusteeTrust Administrator's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee Trust Administrator by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee Trust Administrator by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Seller and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Seller and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Trust Administrator or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13Trustee, the Trustee promptly shall appoint a successor Authenticating AgentTrust Administrator, shall give written notice of such appointment to the Servicer Seller and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.the
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass Thro Cert Ser 1998-12 Tr)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. 157 The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6reasonable compensation from its own funds.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and 101 shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abnn Amro Mortgage Corp Series 2002-1)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (COMM 2006-C7 Mortgage Trust)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, 104 such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-3)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to Trustee, the Depositor or the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Ps THR Cert Ser 1999-C2)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Servicer and to the Co-Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer and the Co-Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer, the Co-Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capco America Securitization Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, 112 such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the each Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerServicers. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the ServicerServicers. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer Servicers and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Multi Cl Mort Ps THR Certs Ser 2003-6)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Pass THR Cer Ser 1997 Md)
Authenticating Agent. (a) The Trustee may may, with the consent of the Company, appoint from time an additional Authenticating Agent or Agents acceptable to time the Company with respect to the Debentures to authenticate Debentures issued upon exchange or substitution pursuant to this Indenture. Debentures authenticated by an authenticating agent (the "Authenticating Agent") which Agent shall be authorized entitled to act on behalf the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee in authenticating Certificates. Wherever hereunder, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Debentures by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery on behalf of the Trustee by the an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the an Authenticating Agent. Any successor Each Authenticating Agent must shall at all times be acceptable a corporation organized and doing business under the laws of the United States of America, any state thereof, the District of Columbia, England and Wales or Luxembourg, authorized under such laws to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authorities.
(b) other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 8.13. Any corporation into which the an Authenticating Agent may be merged or converted or with which it may be consolidatedconsolidate, or any corporation resulting from any merger, conversion or consolidation to which the such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of the an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 8.13, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The . An Authenticating Agent may resign at any time resign by giving at least 30 days' advance written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of the an Authenticating Agent by giving written notice of termination thereof to the such Authenticating Agent and to the ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case at any time the such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be acceptable to the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent hereinAgent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) . The Company agrees to pay to each Authenticating Agent shall from time to time reasonable compensation for its services under this Section 8.13. If an Authenticating Agent is appointed with respect to the Debentures pursuant to this Section 8.13, the Debentures may have no responsibility endorsed thereon, in addition to or liability for any action taken by it as such at the direction in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: "This is one of the Debentures referred to in the within-mentioned Indenture. Any reasonable compensation paid to the First Bank National Association, doing business as Colorado National Bank, as Trustee By [Authenticating Agent], as Authenticating Agent shall be a reimbursable expense under Section 8.6.By: _________________________ Authorized Signatory"
Appears in 1 contract
Sources: Indenture (KFX Inc)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance 95 written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Mul Cl Mort Pass THR Cert Ser 2003-1)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationβs countersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have the Securities Administrator and must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Securities Administrator, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' β advance written notice of resignation to the Trustee Trustee, the Depositor and the Securities Administrator. [Except with respect to βββββ Fargo Bank, for so long as βββββ Fargo Bank is acting as the Servicer. The Securities Administrator,] the Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Depositor and to the ServicerSecurities Administrator. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Securities Administrator, and shall give written notice of such appointment to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6payable by the Securities Administrator.
Appears in 1 contract
Sources: Trust Agreement (Wells Fargo Asset Securities Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts or New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Multi-Class Mortgage Pass-Through Cert Series 2003-12)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.. 144
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-8)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.. 104
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mort Corp Multi Class Mort Pass THR Cert Ser 2003-4)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") , which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authenticationcountersignature, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have the Securities Administrator and must be a corporation organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Securities Administrator, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and the Securities Administrator. Except with respect to Wells Fargo Bank, for so long as Wells Fargo Bank is acting as the Servicer. The Trustee may Seβββββies Administrator, the Trustββ ββy at any time terminate the agency of the Authenticating Agent by giving written notice of termination thereof to the Authenticating Agent Agent, the Depositor and to the ServicerSecurities Administrator. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Securities Administrator, and shall give written notice of such appointment to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6payable by the Securities Administrator.
Appears in 1 contract
Sources: Trust Agreement (Wells Fargo Asset Securities Corp)
Authenticating Agent. (a) The Trustee may appoint from appointfrom time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to 143 the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-8)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.. 109
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-5)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Depositor and the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,000_____________, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 ____ days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor, the Special Servicer and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.11, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 8.11. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to The Trustee shall pay the Authenticating Agent shall be a reimbursable expense under Section 8.6.reasonable compensation from its own funds. 140
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Depositor and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Depositor, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (CD 2006-Cd3 Mortgage Trust)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.. 106
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent or Agents acceptable to time an authenticating agent (the "Authenticating Agent") Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery on behalf of the Trustee by the an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the an Authenticating Agent. Any successor Each Authenticating Agent must shall at all times be acceptable a corporation organized and doing business under the laws of the United States of America or any State thereof and authorized under such laws to act as Authenticating Agent, having (or if such Authenticating Agent is a subsidiary of a bank holding company, its parent company shall have (and such parent company shall guarantee the Servicer and have a principal office and place obligations of business in New York, New York or Chicago, Illinois, have such Authenticating Agent hereunder)) a combined capital and surplus of at least not less than $50,000,000, and be authorized to do a trust business 10,000,000 or its equivalent in another currency or composite currencies and subject to supervision or examination by federal government authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or state authorities.
(b) to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which the an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of the an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The . An Authenticating Agent may resign at any time resign by giving at least 30 days' advance written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of the an Authenticating Agent by giving written notice of termination thereof to the such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.6.12,
Appears in 1 contract
Sources: Indenture (MRV Communications Inc)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.138.12, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.138.12.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.. 103
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mort Sec Multi Class Mort PSTHR Certs Ser 2003-13)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.108
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-8)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Authenticating Agent. 95
(a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-5)
Authenticating Agent. (a) The Trustee may shall appoint from time to time an authenticating agent (the "Authenticating Agent") to execute and to authenticate Certificates, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent agent must be an entity that is acceptable to the Depositor and the Master Servicer and, further, must (i) be organized and doing business under the laws of the United States of America or any state, (ii) have a principal office and place of business in New Yorka state and city acceptable to the Depositor and the Master Servicer, New York or Chicago, Illinois, (iii) have a combined capital and surplus of at least $50,000,00015,000,000, and (iv) be authorized under the laws of the United States or any state to do a trust business business, and (v) be subject to supervision or examination by federal or state authorities.
authorities (b) such entity, an "Authenticating Agent"). The Trustee hereby appoints itself as the initial Authenticating Agent. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.24, the Trustee promptly shall appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.24. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee and shall not be payable out of the Trust Fund.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (LTC Properties Inc)
Authenticating Agent. (a) The Trustee Administrative Agent may appoint from time to time one or more authenticating agents (each an authenticating agent (the "Authenticating AgentAUTHENTICATING AGENT") with respect to the Notes which shall be authorized to act on behalf of the Trustee Administrative Agent in authenticating Certificatesthe Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. Wherever Either the Administrative Agent or the Authenticating Agent, if any, then appointed and acting on behalf of the Administrative Agent shall authenticate the Notes. Whenever reference is made in this Agreement Indenture to the authentication of Certificates Notes by the Trustee Administrative Agent or the TrusteeAdministrative Agent's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee Administrative Agent by the an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee Administrative Agent by the an Authenticating Agent. Any successor Authenticating Agent Each authenticating agent must be acceptable to the Servicer and have a principal office and place of business in New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authoritiesIssuer.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation institution succeeding to all or substantially all of the corporate agency business of the an Authenticating Agent, Agent shall continue to be the an Authenticating Agent without the execution or filing of any paper document or any further act on the part of the Trustee Administrative Agent, such Authenticating Agent or the Authenticating Agentany other Person.
(c) The An Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Administrative Agent and to the ServicerIssuer. The Trustee Administrative Agent or the Issuer may at any time terminate the agency of the an Authenticating Agent by giving written notice of termination to the such Authenticating Agent and to the ServicerIssuer (in the case of such termination by the Administrative Agent) or the Administrative Agent (in the case of such termination by the Issuer). Upon receiving such a notice of resignation or upon such a termination, or in case at any time the Administrative Agent may promptly appoint a successor Authenticating Agent acceptable to the Issuer, PROVIDED, that until a successor shall be so appointed, the duties of the Authenticating Agent shall cease to be eligible in accordance with performed by the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Administrative Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13Agent.
(d) The provisions of SECTIONS 11.01 through 11.06 shall be applicable to any Authenticating Agent shall have no responsibility or liability for any action taken by it as such at if the direction of references in the applicable provisions thereof to "the Trustee. Any reasonable compensation paid " and the "Administrative Agent" were references to the Authenticating Agent shall be a reimbursable expense under Section 8.6Agent.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Stone Container Corp)
Authenticating Agent. (a) The Trustee may appoint from time to time an authenticating agent (the "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor Authenticating Agent must be acceptable to the Servicer and have a principal office and place of business in Boston, Massachusetts, New York, New York or Chicago, Illinois, have a combined capital and surplus of at least $50,000,000, and be authorized to do a trust business and subject to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.13, the Trustee promptly shall appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable expense under Section 8.6.. 104
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Abn Amro Mort Corp Multi Class Mort Pass THR Cert Ser 2003-3)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Servicer Trustee and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Trustee, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,00015,000,000, and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent other than the initial Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.31, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Servicer Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.31. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under of the Trustee. Notwithstanding the foregoing in this Section 8.63.31, the appointment of the Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Authenticating Agent.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C2)
Authenticating Agent. (a) The Trustee may appoint from time an Authenticating Agent to time an authenticating agent (the "Authenticating Agent") which shall be authorized execute and to act on behalf of the Trustee in authenticating authenticate Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by the Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by the Authenticating Agent. Any successor The Authenticating Agent must be acceptable to the Master Servicer and have must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in New Yorka state and city acceptable to the Master Servicer, New York or Chicago, Illinois, have having a combined capital and surplus of at least $50,000,000[15,000,000], and be authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
(b) . The Trustee shall serve as the initial Authenticating Agent and the Trustee hereby accepts such appointment. Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
(c) . The Authenticating Agent may at any time resign by giving at least 30 [30] days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the Master Servicer. The Trustee may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent Agent, the Depositor and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.133.20, the Trustee promptly shall may appoint a successor Authenticating Agent, which shall give written notice of such appointment be acceptable to the Master Servicer and the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.13.
(d) 3.20. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be a reimbursable an unreimbursable expense under Section 8.6of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)