The Paying Agent Sample Clauses
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The Paying Agent. The Issuer hereby appoints the Indenture Trustee as the initial Paying Agent. All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Sections 8.3(b) and 8.3(c) or from the Collection Account pursuant to Section 8.3(a) shall be made on behalf of the Issuer by the Paying Agent. The Paying Agent h▇▇▇▇▇ agrees that subject to the provisions of this Section, it shall:
(i) hold any sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(ii) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;
(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee any sums so held in trust by such Paying Agent;
(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee any sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent;
(v) comply with all requirements of the Code and any applicable State law with respect to documentation prescribed by applicable law; the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and
(vi) (I) request from Persons entitled to payments with respect to the Notes such documentation prescribed by applicable law (including, if applicable, documentation prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Paying Agent to comply with its obligations under FATCA in respect of the Notes; and (II) make any withholdings with respect to the Notes as required by FATCA. For so long as the Paying Agent and the Indenture Trustee are the same Person, written notice referred to in this Section 6.17 between the Paying Agent and the Indenture Trustee shall not be required. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order, direct any Paying Agent to pay to the Indenture Trustee an...
The Paying Agent. The Board of Directors of the Company has adopted a resolution appointing IBJ Whitehall Bank & Trust Company as transfer agent, registrar, dividend disbursing agent and redemption agent for the Company in connection with any shares of AMPS (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Articles Supplementary which are specified herein with respect to the shares of AMPS and as set forth in this Section 3.
The Paying Agent. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as transfer agent, registrar, dividend disbursing agent and redemption agent for the Company in connection with any shares of AMPS (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Articles Supplementary which are specified herein with respect to the shares of AMPS and as set forth in this Section 3.
The Paying Agent. The Board of Directors of the Fund has adopted a resolution appointing The Bank of New York as Auction Agent and Paying Agent. The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Articles Supplementary which are specified herein with respect to the Preferred Shares and as set forth in this Section 3. If there is any conflict between its standard procedures and this Agreement, the terms of this Agreement will govern.
The Paying Agent. The Board of Trustees of the Trust has adopted a resolution appointing Deutsche Bank Trust Company Americas as transfer agent, registrar, dividend disbursing agent and redemption agent for the Trust in connection with any shares of APS (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Amended By-laws which are specified herein with respect to the shares of APS and as set forth in this Section 3.
The Paying Agent. (a) The Trust hereby appoints the Master Collateral Agent as the initial Paying Agent. All payments of amounts due and payable with respect to any Credit Extensions that are to be made from amounts withdrawn from any Trust Account pursuant to Article IX and the applicable Trust Financing Agreement shall be made on behalf of the Trust by the Paying Agent or by such party as set forth therein.
(b) The Paying Agent hereby agrees that subject to the provisions of this Section 7.10, it shall:
(i) hold any sums held by it for the payment of amounts due with respect to the Credit Extensions in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(ii) give the Master Collateral Agent and each Creditor Representative prompt notice of any default by the Trust of which a Responsible Person of the Paying Agent has actual knowledge in the making of any payment required to be made with respect to the Credit Extensions;
(iii) at any time during the continuance of any default referenced in clause (ii) above, upon the written request of the Master Collateral Agent, forthwith pay to the Master Collateral Agent any sums so held in trust by such Paying Agent; and
(iv) immediately resign as a Paying Agent and forthwith pay to the Master Collateral Agent any sums held by it in trust for the payment of Credit Extensions if at any time it ceases to meet the standards set forth in Section 7.8 required to be met by a Paying Agent.
(c) The Trust shall at any time when necessary or required, for the purpose of obtaining the satisfaction and discharge of this Agreement with respect to all the Credit Extensions or for any other purpose, by Trust Order, cause any Paying Agent other than the Master Collateral Agent to pay to the Master Collateral Agent any sums held in trust by such Paying Agent with respect to the Credit Extensions, such sums to be held by the Master Collateral Agent upon the same trusts as those upon which the sums were held by such Paying Agent and, in the case of satisfaction and discharge of this Agreement, applied according to Article IX; and upon such payment by any Paying Agent to the Master Collateral Agent, such Paying Agent shall be released from all further liability with respect to such sums.
(d) Subject to applicable laws with respect to escheat of funds, any amounts held by the Master Collateral Agent or any Payin...
The Paying Agent. As noted above, the Board of Trustees of the Fund has adopted resolutions appointing Deutsche Bank Trust Company Americas as the Paying Agent. The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Second Amended and Restated Bylaws which are specified herein with respect to the AMPS and as set forth in this Section 3.
The Paying Agent. (a) The Borrower hereby appoints [***] as the initial Paying Agent. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Paying Agent in accordance with Section 2.08.
(b) The Paying Agent shall be compensated for its activities hereunder and the Account Control Agreement by receiving the Paying Agent Fee. The Paying Agent Fee shall be payable in accordance with the priorities specified in Section 2.08 or, at the option of the Servicer, may be paid directly to the Paying Agent by the Servicer. The Borrower shall indemnify the Paying Agent and its officers, directors, employees and agents for, and hold them harmless against any fee, damage, loss, liability or expense incurred (including the reasonable fees and expenses of counsel and court costs, including, without limitation, those incurred in connection with any enforcement (including any action, claim, or suit brought) by the Paying Agent of any indemnification or other obligation of Borrower), other than in connection with the willful misconduct, gross negligence or bad faith on the part of the Paying Agent, arising out of or in connection with (i) the performance of its obligations under and in accordance with this Agreement and the Account Control Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement or the Account Control Agreement and (ii) the negligence, willful misconduct or bad faith of the Borrower in the performance of its duties hereunder or thereunder. All such amounts shall be payable in accordance with Section 2.08. The provisions of this Section shall survive the resignation or removal of any party and the termination or assignment of this Agreement. Anything in this Agreement or the Account Control Agreement to the contrary notwithstanding, in no event shall Paying Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY.
(c) The Paying A...
The Paying Agent. The Board of Trustees of the Trust has adopted a resolution appointing Bankers Trust Company as transfer agent, registrar, dividend disbursing agent and redemption agent for the Trust in connection with any shares of APS (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Amended By-laws which are specified herein with respect to the shares of APS and as set forth in this Section 3.
The Paying Agent. The Board of Trustees of the Fund has adopted resolutions appointing Bankers Trust Company as Auction Agent and dividend paying agent (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Amended and Restated Bylaws which are specified herein with respect to the Preferred Shares and as set forth in this Section 3.