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 (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 (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 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.