Common use of Execution, Authentication and Delivery of Certificates Clause in Contracts

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. (a) The Owner Trustee on behalf of the Issuer shall, on the Closing Datedate hereof, upon the written order of the Depositor, execute and cause to be authenticated and delivered to the Depositor, Certificates evidencing 100% of the Percentage InterestsInterest. 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.