Common use of Execution, Authentication and Delivery of Residual Interest Instruments and Notes Clause in Contracts

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,000, (ii) Class A-2 Notes, $115,000,000, (iii) Class A-3 Notes, $128,000,000, and (iv) Class A-4 Notes, $116,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00078,000,000, (ii) Class A-2 Notes, $115,000,00096,000,000, (iii) Class A-3 Notes, $128,000,000131,000,000, and (iv) Class A-4 Notes, $116,000,00095,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00077,000,000, (ii) Class A-2 Notes, $115,000,00079,000,000, (iii) Class A-3 Notes, $128,000,000, and (iv) Class A-4 Notes, $116,000,00091,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00080,000,000, (ii) Class A-2 Notes, $115,000,000100,000,000, (iii) Class A-3 Notes, $128,000,000100,000,000, and (iv) Class A-4 Notes, $116,000,000120,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00079,000,000, (ii) Class A-2 Notes, $115,000,00097,000,000, (iii) Class A-3 Notes, $128,000,000107,000,000, and (iv) Class A-4 Notes, $116,000,000117,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00092,000,000, (ii) Class A-2 Notes, $115,000,00092,000,000, (iii) Class A-3 Notes, $128,000,000155,000,000, and (iv) Class A-4 Notes, $116,000,000111,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,000204,000,000, (ii) Class A-2 Notes, $115,000,000236,000,000, (iii) Class A-3 Notes, $128,000,000331,000,000, and (iv) Class A-4 Notes, $116,000,000129,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement. For avoidance of doubt, the Depositor, as the initial Residual Interestholder, shall be entitled to the benefits of this Agreement in all respects.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00080,000,000, (ii) Class A-2 Notes, $115,000,000105,000,000, (iii) Class A-3 Notes, $128,000,000148,000,000, and (iv) Class A-4 Notes, $116,000,000117,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00075,000,000, (ii) Class A-2 Notes, $115,000,000, (iii) Class A-3 Notes, $128,000,00090,000,000, and (iv) Class A-4 Notes, $116,000,000120,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,000181,000,000, (ii) Class A-2 Notes, $115,000,000193,000,000, (iii) Class A-3 Notes, $128,000,000177,000,000, and (iv) Class A-4 Notes, $116,000,000149,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement. For avoidance of doubt, the Depositor, as the initial Residual Interestholder, shall be entitled to the benefits of this Agreement in all respects.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00073,000,000, (ii) Class A-2 Notes, $115,000,00098,000,000, (iii) Class A-3 Notes, $128,000,000126,000,000, and (iv) Class A-4 Notes, $116,000,000103,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00074,000,000, (ii) Class A-2 Notes, $115,000,000, (iii) Class A-3 Notes, $128,000,000132,000,000, and (iv) Class A-4 Notes, $116,000,000119,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00093,000,000, (ii) Class A-2 Notes, $115,000,000132,000,000, (iii) Class A-3 Notes, $128,000,000106,000,000, and (iv) Class A-4 Notes, $116,000,000119,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00092,000,000, (ii) Class A-2 Notes, $115,000,00074,000,000, (iii) Class A-3 Notes, $128,000,000134,000,000, and (iv) Class A-4 Notes, $116,000,000100,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00075,000,000, (ii) Class A-2 Notes, $115,000,000100,000,000, (iii) Class A-3 Notes, $128,000,000125,000,000, and (iv) Class A-4 Notes, $116,000,000100,000,000. The Owner Trustee Trust Agent is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.delivered

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00080,000,000, (ii) Class A-2 Notes, $115,000,000119,000,000, (iii) Class A-3 Notes, $128,000,000, and (iv) Class A-4 Notes, $116,000,000123,000,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.

Execution, Authentication and Delivery of Residual Interest Instruments and Notes. (a) The Owner Trustee shall cause to be executed, authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and such other assets, (a) the Residual Interest Instruments representing 100% of the Percentage Interests of the Residual Interest, evidencing the entire ownership of the Trust, and (b) Notes executed by the Trust in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $91,000,00074,800,000, (ii) Class A-2 Notes, $115,000,00099,000,000, (iii) Class A-3 Notes, $128,000,000122,000,000, and (iv) Class A-4 Notes, $116,000,000104,200,000. The Owner Trustee is hereby authorized to direct, on behalf of the Trust, the Indenture Trustee to authenticate and deliver the Notes upon the order of the Depositor. No Residual Interest Instrument shall entitle its Owner to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Instrument a certificate of authentication substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B, executed by the Trust Agent or another authenticating agent of the Owner Trustee, by manual or facsimile signature, and such certificate upon any Residual Interest Instrument shall be conclusive evidence, and the only evidence, that such Residual Interest Instrument has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Residual Interest Instruments will be entitled to the benefits of this Agreement.