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) a single Book-Entry Certificate shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered in the name of Cede & Co. or (b) a single Definitive Certificate 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. Each Certificate will be issued in the form of a typewritten certificate substantially in the form of Exhibit A hereto. The Certificates shall represent, in the aggregate, 100% of the Percentage Interest in the Issuer and shall, to the fullest extent permitted by applicable law, be fully paid and nonassessable.