Authentication and Delivery of Certificates. The Trustee shall cause to be authenticated and delivered to or upon the order of the Seller, in exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Receivables, and the constructive delivery to the Trustee on behalf of the Trust of the Receivable Files and the other components of the Trust, Certificates duly authenticated by the Trustee, in authorized denominations equaling in the aggregate the Original Pool Balance and evidencing the entire ownership of the Trust. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in the form of such Certificate attached hereto as Exhibit C or Exhibit D, as the case may be, executed by the Trustee by manual or facsimile signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered under this Agreement.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp)
Authentication and Delivery of Certificates. The Trustee shall cause to be authenticated and delivered to or upon the order of the Seller, in exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust Trustee of the Receivables, and the constructive delivery to the Trustee on behalf of the Trust of the Receivable Files and the other components of the Trust, Certificates duly authenticated by the Trustee, in authorized denominations equaling in the aggregate the Original Pool Balance and evidencing the entire ownership of the Trust. No Certificate shall be entitled to any benefit under this the Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in the form of such Certificate attached hereto appearing as an Exhibit C or Exhibit D, as to the case may beAgreement, executed by the Trustee by manual or facsimile signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered under this the Agreement.
Appears in 3 contracts
Samples: Standard Terms and Conditions Agreement (American Honda Receivables Corp), Standard Terms and Conditions Agreement (Pooled Auto Securities Shelf LLC), Standard Terms and Conditions Agreement (Honda Auto Receivables 1996-a Grantor Trust)
Authentication and Delivery of Certificates. The Trustee shall cause to be authenticated and delivered to or upon the order of the Seller, in exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Receivables, and the constructive delivery to the Trustee on behalf of the Trust of the Receivable Files and the other components of the Trust, Certificates duly authenticated by the Trustee, in authorized denominations equaling in the aggregate the Original Pool Balance and evidencing the entire ownership of the Trust. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in the form of such Certificate attached hereto as Exhibit C C, Exhibit D or Exhibit DE, as the case may be, executed by the Trustee by manual or facsimile signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered under this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Toyota Motor Credit Receivables Corp)