Common use of Reissuance of Book-Entry Certificates as Definitive Certificates Clause in Contracts

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C or Exhibit D hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae ▇▇▇ advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ Mae is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae▇▇▇, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C C, Exhibit D or Exhibit D E hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ Mae nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae ▇▇▇ advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ Mae is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae▇▇▇, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C or Exhibit D hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ Mae nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C C, or Exhibit D hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae ▇▇▇ advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ Mae is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae▇▇▇, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C C, or Exhibit D hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ Mae nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) ▇▇▇▇▇▇ ▇▇▇ is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in the forms of Exhibit B, Exhibit C C, Exhibit D or Exhibit D E hereto, as applicable, in accordance with Article V hereof. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder.

Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(A) ▇▇▇▇▇▇ Mae advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency Depository is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, Agreement and (B) ▇▇▇▇▇▇ ▇▇▇ is unable to locate a qualified successor, (ii) ▇▇▇▇▇▇ Mae, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository with respect to the Senior Certificates or the Mezzanine Book-Entry Certificates or (iii) Certificate Owners Certificateowners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related any Class of Book-Entry Certificates advise the Trustee and the applicable Clearing Agency Depository through the applicable Clearing Agency Depository Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency Depository is no longer in the best interests of the Certificate Owners of such ClassCertificateowners, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, Depository of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners Certificateowners of such Class requesting the same. Upon surrender to the Trustee of the related applicable Classes of Book-Entry Certificates by the applicable Clearing Agency Depository accompanied by registration instructions from the applicable Clearing Agency Depository for registration, the Trustee shall issue the Definitive Certificates for each such Class, substantially in the forms form of Exhibit A, B, Exhibit C C, V, Z or Exhibit D heretoN, as applicable, in accordance with Article V hereof. V. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificatessuch Class, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related such Class as Certificateholders of such Class hereunder.