Appointment of the Certificate Paying Agent. To the extent Definitive Certificates have been issued, the Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Seller or an affiliate of the Seller is the sole Certificateholder. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Issuer may revoke such power and remove the Certificate Paying Agent if the Issuer determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be Wilmington Trust, National Association, and any co-paying agent chosen by the Certificate Paying Agent. Wilmington Trust, National Association shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If Wilmington Trust, National Association shall no longer be the Certificate Paying Agent, the Issuer shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Issuer shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Issuer to execute and deliver an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Issuer that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, the Administrator and the Seller, acting jointly, or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees and expenses, including attorneys’ fees and expenses, incurred by the Indenture Trustee, in its capacity as Certificate Paying Agen...
Appointment of the Certificate Paying Agent. (a) State Street Bank and Trust Company is initially appointed as paying agent for the Certificates (in such capacity, the "Certificate Paying Agent"). The Certificate Paying Agent shall make distributions to the Certificateholders in accordance with Article V. The Certificateholders shall cause any successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Certificateholders to execute and deliver to the Issuer an instrument in which the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Issuer that, as Certificate Paying Agent, the successor Certificate Paying Agent or additional Certificate Paying Agent will hold any sums held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled to them until those sums shall be paid to the appropriate Certificateholders. Subject to applicable law, the Certificate Paying Agent shall return to the Issuer all funds held for any Class R Certificate that remain unclaimed for a period of three years after such funds were set aside to be distributed to such Certificateholder, and upon removal of a Certificate Paying Agent, such Certificate Paying Agent shall also return all funds in its possession to the Issuer. Any reference in this Agreement to the Certificate Paying Agent shall include any co-Certificate Paying Agent unless the context requires otherwise.
Appointment of the Certificate Paying Agent. To the extent Definitive Certificates have been issued, the Certificate Paying Agent shall make distributions to Certificateholders pursuant to Section 5.1 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor or an affiliate of the Depositor is the sole Certificateholder. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Issuer may revoke such power and remove the Certificate Paying Agent if the Issuer determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be the Indenture Trustee and any co-paying agent chosen by the Certificate Paying Agent. The Indenture Trustee shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Administrator. If the Indenture Trustee shall no longer be the Certificate Paying Agent, the Administrator shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Administrator shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Administrator to execute and deliver a written agreement in which such successor Certificate
