Execution, Authentication and Delivery of Certificates. Concurrently with the sale of the Collateral to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause any Certificate issued hereunder to be executed and authenticated on behalf of the Trust and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further corporate action by the Depositor, in authorized denominations. No Certificate shall entitle its Holder to any benefits under this Agreement or be valid for any purpose unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A or Exhibit B hereto, as applicable, executed by the Owner Trustee or the Administrator, as the Owner Trustee’s authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
Execution, Authentication and Delivery of Certificates. (a) The Owner Trustee on behalf of the Issuer shall, on the Closing Date, upon the written order of the Depositor, execute and cause to be authenticated and delivered to the Depositor, Certificates evidencing 100% of the Percentage Interests. No Certificate shall entitle the respective Certificateholder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such 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 signature; and such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
(b) The Certificates shall consist of a single class designated as the “Certificates”. The rights of the Certificateholders to receive distributions from the proceeds of the Issuer in respect of their Certificates, and all ownership interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. When executed, issued and duly authorized, the Certificates will be fully paid, validly issued, nonassessable and entitled to all benefits of this Agreement.
(c) The Certificates shall be substantially in the form attached hereto as Exhibit A; provided, however, that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any Applicable Law, or with the applicable rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall be issuable in registered form only.
Execution, Authentication and Delivery of Certificates. Concurrently with the transfer of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates in an aggregate principal amount equal to the initial Certificate Balance to be executed on behalf of the Issuer, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor, in authorized denominations.
Execution, Authentication and Delivery of Certificates. Concurrently with the transfer of the Initial Receivables to the Issuer pursuant to the Transfer and Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated and delivered, on behalf of the Issuer to, or upon the written order of, the Depositor, the Class A Certificate and the Class B Certificate. No Certificate shall entitle its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B-1 or B-2, as applicable, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of an authorized officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. The Owner Trustee shall be the initial authenticating agent of the Issuer hereunder.
Execution, Authentication and Delivery of Certificates. In exchange for the Contracts and the other assets of the Trust as of the Closing Date, simultaneously with the sale, assignment and transfer to the Trustee of the Contracts, the delivery to the Trustee of the Contract Documents, the constructive delivery to the Trust of the Contract Files other than the Contract Documents and the delivery to the Trustee of the other components of the Trust, the Trustee shall deliver to, or upon the written order of, the Seller, Certificates duly executed by the Trustee, on behalf of the Trust, and authenticated by the Trustee in authorized denominations equaling in the aggregate the Original Pool Balance, and evidencing the entire ownership of the Trust.
Execution, Authentication and Delivery of Certificates. In exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trustee of the Receivables, the constructive delivery to the Trustee of the Receivable Files and the delivery to the Trustee of the other components of the Trust, the Trustee shall deliver to, or upon the order of, the Depositor, Certificates duly executed by the Trustee, on behalf of the Trust, and authenticated by the Trustee in authorized denominations equaling in the aggregate the Original Pool Balance and evidencing the entire ownership of the Trust.
Execution, Authentication and Delivery of Certificates. On the date of this Agreement, the Owner Trustee caused to be executed, authenticated and delivered, on behalf of the Trust to, or upon the written order of, the Depositor, the Class A Certificate and the Class B Certificate. No Certificate shall entitle its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B-1 or B-2, as applicable, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of an authorized officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. The Owner Trustee shall be the initial authenticating agent of the Trust hereunder.
Execution, Authentication and Delivery of Certificates. On the Closing Date, the Owner Trustee shall cause the Certificates in an aggregate Percentage Interest equal to 100% to be executed on behalf of the Issuer and authenticated by the Owner Trustee on behalf of the Issuer and delivered to or upon the written order of the Depositor, without further action by the Depositor, in authorized denominations. No Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or The Bank of New York ("BONY"), as the Owner Trustee's authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. When a Certificate is duly executed and issued by the Owner Trustee and duly authenticated in accordance with this Agreement, the Certificate will be fully paid, validly issued, nonassessable and entitled to the benefits of this Agreement.
Execution, Authentication and Delivery of Certificates. The Trustee shall deliver to, or upon the order of, the Seller, in exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trustee of the Receivables, the constructive delivery to the Trustee of the Receivable Files relating thereto and the delivery to the Trustee of the other components of the Trust, Certificates duly executed by the Trustee, on behalf of the Trust, and authenticated by the Trustee in authorized denominations equaling in the aggregate the sum of the Original Class A Certificate Balance and the Original Class B Certificate Balance, and evidencing the entire ownership of the Trust. No Certificate shall entitle its holder to any benefit under the Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form appearing as an Exhibit to the Agreement executed by the Trustee by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
Execution, Authentication and Delivery of Certificates. The Trustee shall deliver to, or upon the order of, the Seller, in exchange for the Receivables, the other assets of the Trust and the pledge of the Reserve Account and amounts on deposit therein and the Retained Yield, simultaneously with the sale, assignment and transfer to the Trustee of the Receivables, the constructive delivery to the Trustee of the Receivable Files and the delivery to the Trustee of the other components of the Trust, Certificates duly executed by the Trustee, on behalf of the Trust, and authenticated by the Trustee in authorized denominations equaling in the aggregate the Original Pool Balance, and evidencing the entire ownership of the Trust.
