Common use of Definitive Certificates Clause in Contracts

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, the Paying Agent shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the Depositor, the Paying Agent shall execute and cause the Authenticating Agent to countersign Definitive Certificates for delivery at its Corporate Trust Office. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the Depositor, the Paying Agent shall not execute or cause the Authenticating Agent to countersign Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither the Depositor, the Master Servicer nor the Paying Agent shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor Seller is unable to locate a qualified successor, the Paying Agent Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent Trustee by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the DepositorSeller, the Paying Agent Trustee shall execute and cause the Authenticating Agent to countersign authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Depositor Seller shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the DepositorSeller, the Paying Agent Trustee shall not execute or cause the Authenticating Agent to countersign and authenticate Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither the DepositorSeller, the Master Servicer nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor Master Servicer is unable to locate a qualified successor, the Paying Agent Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent Trustee by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the DepositorMaster Servicer, the Paying Agent Trustee shall execute and cause the Authenticating Agent to countersign authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Depositor Master Servicer shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the DepositorSeller, the Paying Agent Trustee shall not execute or cause the Authenticating Agent to countersign and authenticate Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither the DepositorSeller, the Master Servicer nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent Trustee, the Certificate Registrar or the Depositor in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, the Paying Agent Certificate Registrar shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent Certificate Registrar by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration re-registration instructions and directions to execute and authenticate new Certificates from the Depositor, the Paying Agent Depositor shall execute and cause the Trustee or the Authenticating Agent to countersign shall authenticate Definitive Certificates for delivery at its Corporate Trust Officedelivery. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent None of the Depositor, the Paying Agent shall not execute or cause Servicer, the Certificate Registrar, the Authenticating Agent to countersign Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither or the Depositor, the Master Servicer nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (Aa) the Clearing Agency Depositor advises the Paying Agent Trustee in writing that the Clearing Agency DTC is no longer willing or able to properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and the Depositor does not appoint a qualified successor within 90 days; (Bb) the Depositor is unable advises the Trustee in writing that it elects to locate a qualified successorterminate the book-entry system through DTC; or (c) an Available Information Event occurs (provided that the financial statements and other information about the Underlying Securities Issuer referred to in Section 4.1(a)(iv) hereof are not thereafter available to the Trust), then, in any such case, the Paying Agent Trustee shall notify the Beneficial Owners, through the Clearing Agency, DTC of the occurrence of any such event and of the availability of its intent to make Definitive Certificates available to Beneficial Certificate Owners requesting (or, in the same. Upon case of an event referred to in clause (c), the relevant event), and shall request the surrender by DTC to the Paying Agent by the Clearing Agency Trustee of the typewritten global Certificate or Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from representing the Depositor, the Paying Agent shall execute and cause the Authenticating Agent to countersign Definitive Certificates for delivery at its Corporate Trust Office. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the Depositor, the Paying Agent shall not execute or cause the Authenticating Agent to countersign Definitive Certificates in exchange for Book-Entry Certificates except as set forth aboveby DTC and the Trustee. Upon such surrender, accompanied by registration instructions from DTC, the Trustee shall execute and authenticate the Definitive Certificates in accordance with the instructions of DTC. Neither the Depositor, the Master Servicer Certificate Registrar nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor Master Servicer is unable to locate a qualified successor, the Paying Agent Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent Trustee by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the DepositorMaster Servicer, the Paying Agent Trustee shall execute and cause the Authenticating Agent to countersign authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Depositor Master Servicer shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the DepositorSeller, the Paying Agent Trustee shall not execute or cause the Authenticating Agent to countersign and authenticate Definitive Certificates Certificates, in exchange for Book-Entry Certificates Certificates, except as set forth above. Neither the DepositorSeller, the Master Servicer nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, the Paying Agent shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the Depositor, the Paying Agent shall execute and cause the Authenticating Agent to countersign Definitive Certificates for delivery at its Corporate Trust Office. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the Depositor, the Paying Agent shall not execute or cause the Authenticating Agent to countersign Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither the Depositor, the Master Servicer Securities Administrator nor the Paying Agent shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.

Definitive Certificates. If (Ai) DTC or the Clearing Agency Depositor advises the Paying Agent Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, Certificates and (B) the Depositor or the Owner Trustee is unable to locate a qualified successor, successor or (ii) the Paying Agent shall notify Trust at its option advises the Beneficial Owners, Owner Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Clearing Agency shall notify all Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent by the Clearing Agency Owner Trustee of the typewritten Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from representing the Depositor, the Paying Agent shall execute and cause the Authenticating Agent to countersign Definitive Certificates for delivery at its Corporate Trust Office. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the Depositor, the Paying Agent shall not execute or cause the Authenticating Agent to countersign Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither by the DepositorClearing Agency, accompanied by registration instructions, the Master Servicer nor Owner Trustee shall cause the Paying Agent execution and authentication of the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (A) the Clearing Agency advises the Paying Agent Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, the Paying Agent Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Paying Agent Trustee by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the Depositor, the Paying Agent Trustee shall execute and cause the Authenticating Agent to countersign authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Depositor shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Except with the consent of the Depositor, the Paying Agent Trustee shall not execute or cause the Authenticating Agent to countersign and authenticate Definitive Certificates in exchange for Book-Entry Certificates except as set forth above. Neither the Depositor, the Master Servicer nor the Paying Agent Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions.