Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Trust Sale Receivables Transfer Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Certificate Registrar or the Owner TrusteeCertificate Registrar’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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire 100% beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate Certificates shall be issued to and held by the Depositor or an Affiliate of the Depositor, as the initial CertificateholderCertificateholders. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables Secured Notes to the Trust pursuant to the Trust Sale Agreement, the AART Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 AART Owner Trustee or Deutsche Bank Trust Company Americas, as the AART 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire 100% beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate Certificates shall be issued to and held by the Depositor or an Affiliate of the Depositor, as the initial CertificateholderCertificateholders. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunderhereunder and is duly issued, fully-paid, non-assessable and entitled to the benefits of this Agreement. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Deutsche Bank Trust Company Americas, as the Owner Trustee’s '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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Deutsche Bank Trust Company Americas, 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Pooling and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Chemical Bank, as the Owner Trustee’s '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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire 100% beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunderhereunder and is duly issued, fully-paid, non-assessable and entitled to the benefits of this Agreement. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Bankers Trust Company, as the Owner Trustee’s '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. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Trust Sale Receivables Transfer Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables Underlying Securities and other Trust Assets to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or the Trustee, upon the written order of the Depositor, signed shall cause to be executed by its chairman an Authorized Signatory of the boardTrustee, its president and shall cause to be authenticated and delivered by a Responsible Officer or any vice presidentAuthorized Signatory of the Trustee, the Certificates of each Class specified in the Forepart in an aggregate certificate principal balance equal to the initial Certificate Principal Balance of that Class, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by , in the Depositor, as authorized denominations specified in the initial CertificateholderForepart. No Certificate shall entitle its holder to any benefit under this the Series Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AC contained in the Forepart, executed by the Owner Trustee or 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. Concurrently with the sale of the Receivables Secured Notes to the Trust pursuant to the Trust Sale Agreement, the AART Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 AART Owner Trustee or [ ], as the AART 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 [ ], 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Book-Entry Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the DepositorOwner Trustee, as agent for the initial CertificateholderClearing Agency, by, or on behalf of, the Trust. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with -------------------------------------- the sale of the Receivables Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by the Owner Trustee’s '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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the DepositorSeller. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Deutsche Bank Trust Company Americas, as the Owner Trustee’s '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. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company corporate action by the Depositor. Such . (b) The Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Owner Trustee or the Owner Trustee’s 's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication. [Authenticating Agent] is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently with the sale of the Initial Receivables to the Trust Owner Trustee, on behalf of the Trust, pursuant to the Trust Sale Pooling and Servicing Agreement, the Owner Trustee shall cause execute, authenticate and deliver Certificates representing a single Certificate representing the entire beneficial 100% ownership interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 JPMorgan Chase Bank, as the Owner Trustee’s '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. Concurrently with the sale of the [Initial] Receivables and related Contracts to the Trust pursuant to the Trust Sale Receivables Transfer Agreement, the Owner Trustee shall cause a single Certificate Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company corporate action by the Depositor. Such . (b) The Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Owner Trustee or the Owner Trustee’s 's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by the Owner Trustee’s 's authenticating agent, by manual signature. The authenticating agent shall initially be The Bank of New York. 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. Concurrently with the sale of the Receivables Initial Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by the Owner Trustee’s '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. The Bank of New York is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables Secured Notes to the Trust pursuant to the Trust Sale and Administration Agreement, the CARAT Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 CARAT Owner Trustee or [ ], as the CARAT 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause a single Certificate [two] Certificates representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate Certificate[s] shall be issued to and held by [the Depositor, as the initial Certificateholder]. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables Initial Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by the Owner Trustee’s '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. ____________________ is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently with the sale transfer of the Receivables Home Equity Loans to the Trust pursuant to the Trust Sale AgreementIndenture, the Owner Trustee shall execute, or cause a single Certificate its authenticating agent to execute the Certificates representing 100% of the entire beneficial interest in Percentage Interests of the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman an Authorized Officer of the board, its president or any vice presidentDepositor, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Owner Trustee’s '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. Concurrently with the sale of the Receivables Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by the Owner Trustee’s 's authenticating agent, by manual signature. The authenticating agent shall initially be Chase Manhattan Bank. 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Bankers Trust Company, as the Owner Trustee’s '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. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company corporate action by the Depositor. Such . (b) The Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Owner Trustee’s '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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the DepositorSeller. Such Certificate shall be issued to and held by the DepositorSeller, as the initial CertificateholderCertifiateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Deutsche Bank Trust Company Americas, as the Owner Trustee’s '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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, 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 limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 [___], 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale Agreement, the Owner Trustee shall cause Certificates representing a single Certificate representing the entire 95% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to the Owner Trustee, as agent for the Clearing Agency, by, or on behalf of, the Trust, and a Retained Certificate representing a 5% beneficial interest in the Trust delivered upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further limited liability company action by the Depositor. Such Retained Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 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. Concurrently with the sale of the Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit EXHIBIT A, executed by the Owner Trustee or Bankers Trust Company, as the Owner Trustee’s '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. Concurrently -------------------------------------- with the sale of the Initial Receivables to the Trust pursuant to the Trust Sale Pooling and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Chemical --------- Bank, as the Owner Trustee’s '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. Concurrently with the sale of the Receivables Contracts to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single the Certificates in an aggregate principal amount equal to the initial Certificate representing the entire beneficial interest in the Trust Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president or any vice president, without further limited liability company corporate action by the Depositor. Such Certificate shall be issued to and held by the DepositorSeller, as the initial Certificateholderin authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall 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 Trustee, or by Bankers Trust Company as the Owner Trustee’s '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.