Common use of Exchanges of EC Trust Certificates Clause in Contracts

Exchanges of EC Trust Certificates. (a) On the Closing Date, the EC Trust shall issue the several Classes of EC Trust Certificates. Each Class of EC Trust Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto. (b) At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class PST Certificates with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 3.10. There shall be no limitation on the number of exchanges authorized pursuant to this Section 3.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Class A-S REMIC III Principal Amount (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of EC Trust Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (c) [Reserved]. (d) In connection with any exchange of EC Trust Certificates, the Certificate Registrar shall reduce the outstanding Aggregate Certificate Balance of such Class or Classes of EC Trust Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding Aggregate Certificate Balance of the related Class or Classes of EC Trust Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall give appropriate instructions to the Depository and make appropriate notations on the Registered Global Certificate for each Class of EC Trust Certificates to reflect such reductions and increases. (e) In order to effect an exchange of EC Trust Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail to xxxx.xxxxxxxxxxxx@xxxxxx.xxx (with a subject line referencing “MSBAM 2013-C7” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each EC Trust Certificate to be exchanged and each EC Trust Certificate to be received; the outstanding Certificate Balance and the initial Certificate Balance of the EC Trust Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect such exchange of the applicable EC Trust Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. EC Trust Certificates shall be exchangeable on the books of the Depository for the corresponding EC Trust Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit Q. (f) The Certificate Administrator shall make the first distribution on an EC Trust Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.

Exchanges of EC Trust Certificates. (a) On the Closing Date, the EC Trust shall issue the several Classes of EC Trust Certificates. Each Class of EC Trust Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto. (b) At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class PST Certificates with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 3.10. There shall be no limitation on the number of exchanges authorized pursuant to this Section 3.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Class A-S REMIC III Principal Amount (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of EC Trust Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (c) [Reserved]. (d) In connection with any exchange of EC Trust Certificates, the Certificate Registrar shall reduce the outstanding Aggregate Certificate Balance of such Class or Classes of EC Trust Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding Aggregate Certificate Balance of the related Class or Classes of EC Trust Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall give appropriate instructions to the Depository and make appropriate notations on the Registered Global Certificate for each Class of EC Trust Certificates to reflect such reductions and increases. (e) In order to effect an exchange of EC Trust Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail to xxxx.xxxxxxxxxxxx@xxxxxx.xxx xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “MSBAM 2013-C7C8” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each EC Trust Certificate to be exchanged and each EC Trust Certificate to be received; the outstanding Certificate Balance and the initial Certificate Balance of the EC Trust Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect such exchange of the applicable EC Trust Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. EC Trust Certificates shall be exchangeable on the books of the Depository for the corresponding EC Trust Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit Q. (f) The Certificate Administrator shall make the first distribution on an EC Trust Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.

Exchanges of EC Trust Certificates. (a) On the Closing Date, the EC Trust shall issue the several Classes of EC Trust Certificates. Each Class of EC Trust Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto. (b) At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class PST Certificates with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 3.10. There shall be no limitation on the number of exchanges authorized pursuant to this Section 3.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Principal Amount Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of EC Trust Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (c) [Reserved]. (d) In connection with any exchange of EC Trust Certificates, the Certificate Registrar shall reduce the outstanding Aggregate Certificate Balance of such Class or Classes of EC Trust Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding Aggregate Certificate Balance of the related Class or Classes of EC Trust Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall give appropriate instructions to the Depository and make appropriate notations on the Registered Global Certificate for each Class of EC Trust Certificates to reflect such reductions and increases. (e) In order to effect an exchange of EC Trust Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail to xxxx.xxxxxxxxxxxx@xxxxxx.xxx xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “MSBAM 2013-C7C9” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each EC Trust Certificate to be exchanged and each EC Trust Certificate to be received; the outstanding Certificate Balance and the initial Certificate Balance of the EC Trust Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect such exchange of the applicable EC Trust Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. EC Trust Certificates shall be exchangeable on the books of the Depository for the corresponding EC Trust Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit Q. (f) The Certificate Administrator shall make the first distribution on an EC Trust Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.

Exchanges of EC Trust Certificates. (a) On the Closing Date, the EC Trust shall issue the several Classes of EC Trust Certificates. Each Class of EC Trust Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto. (b) At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class PST Certificates with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such EC Trust Certificates, the Certificate Administrator, on behalf of the Trustee, shall exchange such EC Trust Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 3.10. There shall be no limitation on the number of exchanges authorized pursuant to this Section 3.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class A-S REMIC III Principal Amount Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of EC Trust Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date. (c) [Reserved]. (d) In connection with any exchange of EC Trust Certificates, the Certificate Registrar shall reduce the outstanding Aggregate Certificate Balance of such Class or Classes of EC Trust Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding Aggregate Certificate Balance of the related Class or Classes of EC Trust Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall give appropriate instructions to the Depository and make appropriate notations on the Registered Global Certificate for each Class of EC Trust Certificates to reflect such reductions and increases. (e) In order to effect an exchange of EC Trust Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail to xxxx.xxxxxxxxxxxx@xxxxxx.xxx cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “MSBAM 2013-C7C9” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each EC Trust Certificate to be exchanged and each EC Trust Certificate to be received; the outstanding Certificate Balance and the initial Certificate Balance of the EC Trust Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect such exchange of the applicable EC Trust Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. EC Trust Certificates shall be exchangeable on the books of the Depository for the corresponding EC Trust Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit Q. (f) The Certificate Administrator shall make the first distribution on an EC Trust Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.