Common use of Authentication of Trust Certificates Clause in Contracts

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificate evidencing the 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor. 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 Trustee by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder 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 Trustee by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificate evidencing the 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor. 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 Trustee by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder3.5.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables Trust Student Loans to the Trust pursuant to the Sale and Servicing Purchase Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or The Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5 or 3.5 3.12 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 [____________], as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificate evidencing the 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, president or any assistant treasurer, without further action by the Depositor. 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 Trustee by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the ------------------------------------ sale of the Receivables Trust Student Loans to the Trust pursuant to the Sale and Servicing Purchase Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or The Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5 or 3.5 3.12 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 [____________], as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 Bankers Trust Company as the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder 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 Trustee or The Chase Manhattan Bank, as the Trustee's authenticating agent, by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5, 3.10 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorInitial Beneficial Holder, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the DepositorInitial Beneficial Holder, in authorized denominations. 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 [ ], as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the ------------------------------------ initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 [____________], as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale ------------------------------------ initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance (if applicable) to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale ------------------------------------ initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the ------------------------------------ initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 [ ], as the ------------ Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance and percentage interest, as applicable, to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 AExhibits A-1 and A-2, executed by the Owner Trustee or the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in In the form set forth in Exhibit A, executed by the Owner Trustee or ___________, as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently ------------------------------------ with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the DepositorSeller, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 (____________), as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorInitial Beneficial Holder, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the DepositorInitial Beneficial Holder, in authorized denominations. 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 [ ], as the Owner Trustee’s authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables Initial Financed Student Loans to the Trust pursuant to the Loan Sale and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or First Chicago Trust Company of New York, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04, 3.05 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the ------------------------------------ initial sale of the Receivables Collateral to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorTMA Acceptance Corp., as provided in Section 3.02(b), signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, the Trust Agreement or shall be valid for any purpose, 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 Trustee Owner Trustee, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04 or 3.5 3.05 hereunder.

Authentication of Trust Certificates. Concurrently with On the sale of the Receivables to date hereof, the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause issue the Trust Certificate evidencing Certificates, in an aggregate Percentage Interest equal to 100%, executed by the 100% beneficial interest in the Trust to be executed Owner Trustee on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Trust Depositor, signed by its chairman of the board, its president, its chief executive officer, its chief financial officer, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further limited liability company action by the Trust Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 Trustee Certificate Registrar, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have has been duly and validly authorized, issued, authenticated and delivered hereunderhereunder and, subject to the terms of this Agreement, fully paid and non-assessable. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. 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 by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further ____ is hereby appointed as the Owner Trustee's authenticating agent for the Trust Certificates. Any reference herein regarding the Owner Trustee's authentication of the Trust Certificates shall be issued except pursuant deemed to Section 3.4 or 3.5 hereunderinclude ____.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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 ____________________ as the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with ------------------------------------ the initial sale of the Receivables Mortgage Loans to the Trust pursuant to the Sale and Master Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder Holder to any benefit under this Agreement, Agreement or shall be valid for any purpose, 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 (____________), as the Owner Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance and percentage interest, as applicable, to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, its treasurer or any assistant treasurer, treasurer without further corporate action by the Depositor, in authorized denominations. 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, A executed by the Owner Trustee or the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables Trust Student Loans to the Trust pursuant to the Sale and Servicing Purchase Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Principal Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or The Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5 or 3.5 3.12 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Financed Student Loans to the Trust pursuant to the Sale and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder to any benefit under this Trust 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 Eligible Lender Trustee or First Chicago Trust Company of New York, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04, 3.05 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables Trust Student Loans to the Trust pursuant to the Sale and Servicing Purchase Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or The Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. 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 by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further ____ is hereby appointed as the Owner Trustee=s authenticating agent for the Trust Certificates. Any reference herein regarding the Owner Trustee's authentication of the Trust Certificates shall be issued except pursuant deemed to Section 3.4 or 3.5 hereunderinclude ____.

Authentication of Trust Certificates. Concurrently ------------------------------------ with the sale of the Receivables Initial Financed Student Loans to the Trust pursuant to the Loan Sale and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee or First Chicago Trust Company of New York, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04, 3.05 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Financed Student Loans to the Trust pursuant to the Sale and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. 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 Eligible Lender Trustee by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04, 3.05 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder 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 Trustee by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.

Authentication of Trust Certificates. Concurrently with the sale transfer of the Receivables Trust Estate to the Trust pursuant to the Sale Pooling and Servicing Agreement, the Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder 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 Trustee or Indenture Trustee, as Trustee's authenticating agent, by the manual signature of one of its authorized signatories; such certificate of 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. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.4, 3.5, 3.10 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables Financed Student Loans to the Trust pursuant to the Sale and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate evidencing the 100% beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder to any benefit under this Trust 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 Eligible Lender Trustee or ___________________________________, as the Eligible Lender Trustee's authenticating agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 3.04, 3.05 or 3.5 3.13 hereunder.

Authentication of Trust Certificates. Concurrently with the ------------------------------------ initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the each Class of Trust Certificate evidencing the Certificates in an aggregate Percentage Interest equal to 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further corporate action by the DepositorSeller, in authorized denominations. 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 Bankers Trust Company as the Owner Trustee's authentication agent, by the manual signature of one of its authorized signatoriessignature; such certificate of authentication shall constitute conclusive evidence, and the only evidence, evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.