Common use of Authorization of the Certificates Clause in Contracts

Authorization of the Certificates. Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale Agreement, at the direction of the Depositor, (a) one or more Book-Entry Certificates substantially in the form of Exhibit A hereto shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) one or more Definitive Certificates substantially in the form of Exhibit A hereto shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall, in the aggregate, represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable.

Authorization of the Certificates. Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale Agreement, at the direction of the Depositor, (a) one or more Book-Entry Certificates substantially in the form of Exhibit A hereto shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) one or more Definitive Certificates substantially in the form of Exhibit A hereto shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall, in the aggregate, represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable.nonassessable.‌