Common use of Form of Certificates Clause in Contracts

Form of Certificates. (a) The Transferor or any Additional Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT A, and shall upon issue, be executed and delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the Trust. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates shall be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Transferor or Subject to Section 5.06, any Additional Transferor Certificateholder may elect at any time, by written notice to the Owner Trustee, to have its interest in the Trust Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall will, upon issue, be executed and delivered by the Transferor to Owner Trustee on behalf of the Issuer and authenticated by the Owner Trustee for authentication and redelivery delivery as provided in Section 3.03. If the Transferor or any Additional Transferor Certificateholder elects to have its interest in the Trust Transferor Interest be uncertificated, it shall will deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall will make appropriate entries in its books and records to evidence such uncertificated interest in the TrustTransferor Interest. The Owner Trustee shall will keep with the books and records of the Trust Issuer a register, in book-entry form, of each Person owning any uncertificated interest in the TrustTransferor Interest. The Certificate, if in certificated form, will be a single certificate that initially represents the entire Transferor Interest. (b) The Certificates shall will be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been were affixed, authorized to sign on behalf of the TrustIssuer, shallwill, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The A Transferor or any Additional Subsequent Transferor may elect at any time, by written notice to the Owner Trustee, to have its interest in the Trust Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall will, upon issue, be executed and delivered by the such Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the a Transferor or any Additional Subsequent Transferor elects to have its interest in the Trust Transferor Interest be uncertificated, it shall will deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall will make appropriate entries in its books and records to evidence such uncertificated interest in the TrustTransferor Interest. The Owner Trustee shall will keep with the books and records of the Trust Issuer a register, in book-entry form, of each Person owning any uncertificated interest in the TrustTransferor Interest. The Certificates, if in certificated form, will consist of two certificates that together initially will represent the entire Transferor Interest. (b) The Certificates shall will be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been were affixed, authorized to sign on behalf of the TrustIssuer, shallwill, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Transferor or any Additional Transferor may elect at any time, by written notice to the Owner Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall upon issue, be executed and delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the Trust. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates Certificates, if certificated, shall be executed on behalf of the Trust by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The [The][Any] Transferor or any Additional Subsequent Transferor may elect at any time, by written notice to the Owner Trustee, to have its interest in the Trust Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall will, upon issue, be executed and delivered by the [the][such] Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the [the][any] Transferor or any Additional Subsequent Transferor elects to have its interest in the Trust Transferor Interest be uncertificated, it shall will deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall will make appropriate entries in its books and records to evidence such uncertificated interest in the TrustTransferor Interest. The Owner Trustee shall will keep with the books and records of the Trust Issuer a register, in book-entry form, of each Person owning any uncertificated interest in the TrustTransferor Interest. The Certificate, if in certificated form, will be a single certificate that initially represents the entire Transferor Interest. (b) The Certificates shall will be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been were affixed, authorized to sign on behalf of the TrustIssuer, shallwill, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Transferor’s initial interest in the Trust will be uncertificated. The Transferor or any Additional Transferor may elect at any time, by written notice to the Owner Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if subsequently certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall upon issue, be executed and delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the Trust. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates Certificates, if certificated, shall be executed on behalf of the Trust by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Ownership Interest -------------------- Certificate shall be issued in registered form in substantially the form attached hereto as Exhibit A and initially registered as provided in Annex 1 to --------- Exhibit A. The Transferor or any Additional Transferor may elect at any time, by --------- written notice to the Trustee, to have its interest in the Trust Transferor's Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT AExhibit B, and shall upon issue, be executed and --------- delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust Transferor's Interest be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the TrustTransferor's Interest. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the TrustTransferor's Interest. The Transferor Certificate, if in certificated form, shall be a single certificate and shall initially represent the entire Transferor's Interest. (b) The Certificates shall be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Ownership Interest -------------------- Certificate shall be issued in registered form in substantially the form attached hereto as Exhibit A and initially registered as provided in Annex 1 to --------- Exhibit A. The Transferor or any Additional Transferor may elect at any time, by --------- written notice to the Trustee, to have its interest in the Trust Transferor's Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT AExhibit B, and shall upon issue, be executed and --------- delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust Transferor's Interest be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the TrustTransferor's Interest. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the TrustTransferor's Interest. The Transferor Certificate, if in certificated form, shall be a single certificate and shall initially represent the entire Transferor's Interest. (b) The Certificates shall be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Transferor or any Additional Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall upon issue, be executed and delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the Trust. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates shall be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.

Form of Certificates. (a) The Transferor or any Additional Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will Fixed-Rate Certificates shall be issued in registered formminimum denominations of $100,000 with an original aggregate Certificate Balance of $16,388,534, substantially the Interest Only Certificates shall be issued in the form minimum denominations of EXHIBIT A, and shall upon issue, be executed and delivered by the Transferor $1,000,000 with an original aggregate Notional Amount equal to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued $589,290,000 and the Owner Trustee Residual Certificate shall make appropriate entries be issued in its books and records to evidence such uncertificated a percentage interest in the Trustof not less than 100 percent without any principal balance. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Trust Officer of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section SECTION 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon compliance with the transfer requirements set forth in Sections 3.04 and 3.07. The Reserve Regular Interest and YSA Regular Interest shall be uncertificated interests in the Trust as described herein, and shall be transferable by the Reserve Regular Interest Holder or YSA Regular Interest Holder by recordation of any such transfer in the Certificate Register in the manner applicable with respect to a Certificate as described in Section 3.04 and 3.06 and, in any event, subject to compliance with Section 3.07.

Form of Certificates. (a) The Transferor or any Additional -------------------- Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Trust be (i) an uncertificated interest or (ii) evidenced by a certificate. The Transferor Certificate, if certificated, will be issued in registered form, substantially in the form of EXHIBIT Exhibit A, and shall upon issue, --------- be executed and delivered by the Transferor to the Owner Trustee for authentication and redelivery as provided in Section 3.03. If the Transferor or any Additional Transferor elects to have its interest in the Trust be uncertificated, it shall deliver to the Owner Trustee for cancellation any Transferor Certificate or Supplemental Certificate, as the case may be, previously issued and the Owner Trustee shall make appropriate entries in its books and records to evidence such uncertificated interest in the Trust. The Owner Trustee shall keep with the books and records of the Trust a register, in book-entry form, of each Person owning any uncertificated interest in the Trust. (b) The Certificates shall be executed by manual or facsimile signature of the Owner Trustee. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated pursuant to Section 3.03, be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificates or did not hold such offices at the date of authentication and delivery of the Certificates.