Common use of Authentication of Trust Certificates Clause in Contracts

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 in the name and on behalf of the Trust shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) to be authenticated and issued to, and registered on the Certificate Register in the name of, the Holder of the GP Interest and the balance of the Trust Certificates to be executed and signed by an Authorized Officer and authenticated, issued and delivered to and in the names of the following: (i) 98% of the Ownership Percentage to TMS Auto Holdings, Inc. and (ii) 1% of the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby authorized and empowered to cause the uncertificated Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Voting Interest. 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 manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

Authentication of Trust Certificates. Concurrently with the initial sale contribution of the Receivables Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Originators, the Owner Trustee Trustee, or the Authenticating Agent at the direction of the Owner Trustee, in the name and on behalf of the Trust Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) and a Trust Certificate therefor and the Voting Interest to be authenticated and issued to, and registered on the Certificate Register in the name of, the Holder of the GP Interest and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates to be executed and signed by an Authorized Officer of the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, and authenticated, issued and delivered to and in the names of the following: (i) 98% of the Ownership Percentage to TMS Auto Holdings, Inc. and (ii) 1% of the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby authorized and empowered to cause the uncertificated Voting Interest to be issued toof, and registered on the Certificate Register in the name names of, the Holder following: 99% of the Ownership Percentage to TMS SPV, Inc. Thereupon, all such Certificates, the GP Interest, and the Voting InterestInterest shall be validly issued and entitled to the benefits of this Agreement. 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 Trustee, or Bankers Trust Company as the Authenticating Agent at the direction of the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

Authentication of Trust Certificates. Concurrently with the initial sale contribution of the Receivables Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Originators, the Owner Trustee Trustee, in the name and on behalf of the Trust Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) and a Trust Certificate therefor and the Voting Interest to be authenticated and issued to, and registered on the Certificate Register in the name of, the Holder of the GP Interest and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates to be executed and signed by an Authorized Officer and authenticated, issued and delivered to and in the names of of, and registered on the Certificate Register in the names of, the following: (i) 98% of the Ownership Percentage to TMS Auto HoldingsSPV, Inc. and (ii) 1% of the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause Thereupon, all such Certificates, the GP Interest, and shall have the power and authority and is hereby authorized and empowered to cause the uncertificated Voting Interest shall be validly issued and entitled to be issued to, and registered on the Certificate Register in the name of, the Holder benefits of the Voting Interestthis Agreement. 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 manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

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 and the initial sale of the Certificates to the Initial Purchaser pursuant to the Purchase Agreement, the Owner Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the name and Initial Certificate Balance to be executed on behalf of the Trust shall causeTrust, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) to be authenticated and issued to, and registered on delivered to or upon the Certificate Register in the name of, the Holder written order of the GP Interest and the balance Depositors, signed by their chairman of the board, their president or any vice president, without further action by the Depositors, in authorized denominations. Such Trust Certificates shall be designated as the Class 1 Certificates. From time to time after such initial issuance of Trust Certificates, with the written consent of the Surety Provider, additional Classes of Trust Certificates may be issued in an aggregate principal amount and with such terms and designation as shall be provided in a related Trust Supplement. The Eligible Lender Trustee shall cause such additional Trust Certificates, if any, to be executed and signed by an Authorized Officer and authenticatedon behalf of the Trust, issued authenticated and delivered to and in or upon the names written order of the following: (i) 98% Depositors, signed by their chairman of the Ownership Percentage to TMS Auto Holdingsboard, Inc. and (ii) 1% of their president or any vice president, without further action by the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby Depositors, in authorized and empowered to cause the uncertificated Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Voting Interestdenominations. 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 Eligible Lender Trustee or Bankers Trust Company as the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive 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, 3.5 or 3.14 hereunder. The Final Maturity Date for each Class of Trust Certificates shall occur later than the Final Maturity Date for each Class of Notes.

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 and the initial sale of the Certificates to the Initial Purchaser pursuant to the Purchase Agreement, the Owner Eligible Lender Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the name and Initial Certificate Balance to be executed on behalf of the Trust shall causeTrust, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) to be authenticated and issued to, and registered on delivered to or upon the Certificate Register in the name of, the Holder written order of the GP Interest and the balance Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor, in authorized denominations. Such Trust Certificates shall be designated as the Class 1 Certificates. From time to time after such initial issuance of Trust Certificates, with the written consent of the Surety Provider additional Classes of Trust Certificates may be issued in an aggregate principal amount and with such terms and designation as shall be provided in a related Trust Supplement. The Eligible Lender Trustee shall cause such additional Trust Certificates, if any, to be executed and signed by an Authorized Officer and authenticatedon behalf of the Trust, issued authenticated and delivered to and in or upon the names written order of the following: (i) 98% Depositor, signed by its chairman of the Ownership Percentage to TMS Auto Holdingsboard, Inc. and (ii) 1% of its president or any vice president, without further action by the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby Depositor, in authorized and empowered to cause the uncertificated Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Voting Interestdenominations. 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 Eligible Lender Trustee or Bankers Trust Company as the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive 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, 3.5 or 3.14 hereunder. The Final Maturity Date for each Class of Trust Certificates shall occur later than the Final Maturity Date for each Class of Notes.

Authentication of Trust Certificates. Concurrently with the initial sale contribution of the Receivables Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Originators, the Owner Trustee Trustee, or the Authenticating Agent at the direction of the Owner Trustee, in the name and on behalf of the Trust Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Special Interest (which shall include a 1% Ownership Percentage) to be authenticated and issued to, and registered on the a Trust Certificate Register in the name of, the Holder of the GP Interest therefor and the balance of the Trust Certificates to be executed and signed by an Authorized Officer and authenticated, issued and delivered to and in the names of the following: (i) 98% of the Ownership Percentage to TMS Auto Holdings, Inc. and (ii) 1% of the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby authorized and empowered to cause the uncertificated Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Special Interest and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates to be executed by an Authorized Officer of the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, and authenticated, issued and delivered to and in the names of, and registered on the Certificate Register in the names of, the following: 99% of the Ownership Percentage to First Union National Bank. Thereupon, all such Certificates, the Special Interest, and the Voting Interest shall be validly issued and entitled to the benefits of this Agreement. 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 Trustee, or Bankers Trust Company as the Authenticating Agent at the direction of the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

Authentication of Trust Certificates. Concurrently with the initial sale contribution of the Receivables Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Seller, the Owner Trustee Trustee, or the Authenticating Agent at the direction of the Owner Trustee, in the name and on behalf of the Trust Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest Special Interests (which shall include a 1% Ownership Percentage) to be authenticated and issued to, and registered on the Certificate Register Percentage in the name of, the Holder each of the GP Interest Class I and Class II Certificates) and Trust Certificates therefor and the balance of the Trust Certificates to be executed and signed by an Authorized Officer and authenticated, issued and delivered to and in the names of the following: (i) 98% of the Ownership Percentage to TMS Auto Holdings, Inc. and (ii) 1% of the Ownership Percentage to The Money Store Inc. The Owner Trustee shall cause and shall have the power and authority and is hereby authorized and empowered to cause the uncertificated Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Special Interests and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates of each Class to be executed by an Authorized Officer of the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, and authenticated, issued and delivered to and in the names of, and registered on the Certificate Register in the names of, the following: (i) 99% of the Ownership Percentage in each of the Class I and Class II Certificates, to TMS SBA Holdings, Inc., and (ii) 100% of the Ownership Percentage in the Class R Certificates to First Union National Bank. Thereupon, all Classes of such Certificates, the Special Interests, and the Voting Interest shall be validly issued and entitled to the benefits of this Agreement. 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 X-0, X-0, and A-3, as applicable, executed by the Owner Trustee Trustee, or Bankers Trust Company as the Authenticating Agent at the direction of the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.