Common use of Authentication and Delivery of Trust Certificates Clause in Contracts

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $___________ and (iv) Class A-4 Notes, $___________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $___________ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $ , (ii) Class A-2 Notes, $ , (iii) Class A-3 Notes, $ , (iv) Class A-4 Notes, $ , (v) Class B Notes, $ , (vi) Class C Notes, $ and (vii) Class D Notes, $ . No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Initial Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes, $[ ], and (ii) Class A-2 Notes, $[ ]. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in Exhibit Athe form of Trust Certificate attached hereto as EXHIBIT B, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $______________, (ii) Class A-2 Notes, $______________, (iii) Class A-3 Notes, $______________ and (iv) Class A-4 Notes, $______________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $______, (ii) Class A-2 Notes, $______ and (iii) Class A-3 Notes, $______. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $___________, (iv) Class A-4 Notes, $__________ and (v) Class A-5 Notes, $___________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee or the Certificate Registrar shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in authorized denominationsexchange for the Loans and the other Loan Assets, simultaneously with the sale, assignment and transfer to the Trust of the Loans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Loan Files and the other Loan Assets, a Trust Certificate duly authenticated by the Owner Trustee or the Certificate Registrar, in the amount of the Certificate Balance evidencing the entire ownership of the Issuing EntityTrust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes, $435,000,000, (ii) Class A-2A Notes, $150,000,000, (iii) Class A-2B Notes, $50,000,000, (iv) Class B Notes, $50,000,000, (v) Class C Notes, $145,000,000, (vi) the Class D Notes, $90,000,000 and (vii) the Class E Note, $80,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit A, executed by the Owner Trustee or its Authenticating Agentthe Certificate Registrar, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the each Trust Certificates shall Certificate will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the DepositorDepositors, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $________, (ii) Class A-2 Notes, $________, (iii) Class A-3 Notes, $________ and (iv) Class A-4 Notes, $________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●20[•]-[•] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. [ [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $_________, (iv) Class A-4 Notes, $__________, (v) Class B Notes, $__________, (vi) Class C Notes, $__________, (vii) Class D Notes, $_________ . No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $_____________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $____________ and (iv) Class A-4 Notes, $____________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Initial Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes, $[___________], (ii) Class A-2 Notes, $[__________] and (iii) Class B Notes, $[__________]. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in Exhibit Athe form of Trust Certificate attached hereto as EXHIBIT B, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●20[•]-[•] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee or the Certificate Registrar shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in authorized denominationsexchange for the Loans and the other Loan Assets, simultaneously with the sale, assignment and transfer to the Trust of the Loans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Loan Files and the other Loan Assets, a Trust Certificate duly authenticated by the Owner Trustee or the Certificate Registrar, in the amount of the Certificate Balance evidencing the entire ownership of the Issuing EntityTrust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) Class A Notes, $302,500,000, (ii) Class B Notes, $33,750,000, (iii) Class C Notes, $73,750,000 (iv) the Class D Notes, $50,000,000 and (v) the Class E Note, $40,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentthe Certificate Registrar, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the each Trust Certificates shall Certificate will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee or the Certificate Registrar shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in authorized denominationsexchange for the Loans and the other Loan Assets, simultaneously with the sale, assignment and transfer to the Trust of the Loans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Loan Files and the other Loan Assets, a Trust Certificate duly authenticated by the Owner Trustee or the Certificate Registrar, in the amount of the Certificate Balance evidencing the entire ownership of the Issuing EntityTrust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) the Class A Notes, $291,000,000, (ii) the Class B Notes, $37,000,000, (iii) the Class C Notes, $72,500,000, (iv) the Class D Notes, $35,500,000 and (v) the Class E Note, $64,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit A, executed by the Owner Trustee or its Authenticating Agentthe Certificate Registrar, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the each Trust Certificates shall Certificate will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $180,000,000, (ii) Class A-2 Notes, $300,000,000, (iii) Class A-3 Notes, $410,000,000 and (iv) Class A-4 Notes, $310,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing Entity. Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $224,100,000, (ii) Class A-2 Notes, $149,425,000 and (iii) Class A-3 Notes, $73,975,000 No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●200[ ]-[ ] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity to the Depositor the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written written, order of the Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. [ The [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $275,000,000, (ii) Class A-2 Notes, $370,000,000, (iii) Class A-3A Notes, $203,000,000, (iv) Class A-3B Notes, 367,000,000 and (v) Class A-4 Notes, $435,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $211,000,000, (ii) Class A-2 Notes, $491,000,000, (iii) Class A-3 Notes, $168,000,000, (iv) Class A-4 Notes, $373,300,000, (v) Class B Notes, $53,430,000, (vi) Class C Notes, $60,560,000 and (vii) Class D Notes, $46,335,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $________, (ii) Class A-2 Notes, $________, (iii) Class A-3 Notes, $________, (iv) Class A-4 Notes, $________, (v) Class B Notes, $________, (vi) Class C Notes, $________, (vii) Class D Notes, $________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall be dated the date of their authenticationapply to any authenticating agent hereunder. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $____________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $__________ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee or the Certificate Registrar shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Trust Depositor, in authorized denominationsexchange for the Loans and the other Loan Assets, simultaneously with the sale, assignment and transfer to the Trust of the Loans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Loan Files and the other Loan Assets, a Trust Certificate duly authenticated by the Owner Trustee or the Certificate Registrar, in the amount of the Certificate Balance evidencing the entire ownership of the Issuing EntityTrust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) the Class A Notes, $351,000,000, (ii) the Class B Notes, $45,000,000, (iii) the Class C Notes, $81,000,000, (iv) the Class D Notes, $45,000,000 and (v) the Class E Note, $78,000,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit A, executed by the Owner Trustee or its Authenticating Agentthe Certificate Registrar, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the each Trust Certificates shall Certificate will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominationsexchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $229,000,000, (ii) Class A-2 Notes, $387,000,000, (iii) Class A-3 Notes, $307,000,000, (iv) Class A-4 Notes, $281,000,000, (v) Class B Notes, $52,500,000, (vi) Class C Notes, $56,000,000 and (vii) Class D Notes, $45,500,000. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached as Exhibit AB, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authentication and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and such other assets and the constructive delivery to the Trust of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Initial Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Trust and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes, $________, (ii) Class A-2 Notes, $________, (iii) Class A-3 Notes $________, and (iv) Class B Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in Exhibit Athe form of Trust Certificate attached hereto as EXHIBIT B, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the The Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations, denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Issuing EntityTrust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall entitle its holder be entitled to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear appears on such Trust Certificate a certificate of authentication, authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit AC, executed by the Owner Trustee or its Authenticating Agentauthenticating agent, by manual or facsimile signature; , and such authentication certificate upon any Trust Certificate shall constitute be conclusive evidence, and the only evidence, that such Trust Certificate shall have has been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution authorization and delivery pursuant to the terms hereof, the Trust Certificates shall will be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.