Form of the Certificates. (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. 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 be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.
(b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered.
(c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.
Form of the Certificates. (a) Each of the Certificates, upon original issuance, shall be issued in the form of Exhibit A hereto, representing Book-Entry Certificates.
(b) The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000, and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 and integral multiples of $1 in excess thereof. The Trust shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Transaction Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the Certificateholders under the Transaction Documents upon final distribution of the Owner Trust Estate and termination of the Trust pursuant to Section 7.1 shall be deemed to repay the aggregate nominal principal amount of the Certificates in full; and provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final Distribution Date shall not result in any recourse to, claim against or liability of any Person for such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Transaction Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Certificate Depository (initially, Cede & Co.), and no Certificate Owner shall receive a Definitive Certificate representing such Certificate Owner’s interest in such Book-Entry Certificate, except as provided in Section 3.12. After such time as Book-Entry Certificates have been issued and unless and until Definitive Certificates have been issued to the applicable Certificateholders pursuant to Section 3.12 in exchange for the Book-Entry Certificates:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of amounts payable under the Transaction Documents and the giving of inst...
Form of the Certificates. Each Certificate, upon issuance, will be issued in the form of a typewritten Certificate, substantially in the form of Exhibit A hereto, representing a definitive Certificate. The Owner Trustee shall execute and authenticate, or cause to be authenticated, each definitive Certificate in accordance with the written instructions of the Depositor.
Form of the Certificates. (a) The Certificates (other than the Certificates issued pursuant to Section 3.10 to and held by the Seller or its affiliates) shall be issued in denominations of at least $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000). The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. 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 be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.
(b) The Definitive Certificates, if and when issued in accordance with the terms applicable to the relevant class of Certificates, shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates.
(c) The Certificates shall be issued in fully-registered form. The Certificates of any class will be substantially in the form attached to the Certificate Issuance Order pursuant to which Certificates of such class are issued for the first time. The terms of any Certificates as set forth in a Certificate Issuance Order shall form part of this Agreement.
Form of the Certificates. (a) The Certificates shall be issued without a principal amount. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized signatory of the Owner Trustee. 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 be valid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.
(b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the authorized signatory of the Owner Trustee or the Owner Trustee's authenticating agent executing such Certificates, as evidenced by their execution of such Certificates.
(c) 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 such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to Section 3.4.
Form of the Certificates. The initial Certificate, upon issuance, will be a typewritten, definitive Certificate substantially in the form of Exhibit A hereto and shall be registered in the name of Fifth Third Holdings Funding, LLC or its nominee as the initial registered owner thereof.
Form of the Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Definitive Certificates and shall be registered in the name of Capital One Auto Receivables, LLC as the initial registered owner thereof. The Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions of the Depositor. Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Certificates, the Owner Trustee and each Paying Agent shall recognize the Holders of the Certificates as Certificateholders. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.
Form of the Certificates. (a) The Certificates shall be substantially in one of the forms set forth as Exhibit A-1 or A-2, as applicable (collectively, "Exhibit A"), and shall be issued in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof; provided, however, that one Certificate may be issued in a denomination that includes any residual amount. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. 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 be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.
(b) The Definitive Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates.
(c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.
Form of the Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing definitive Certificates and shall be registered in the name of M&I Dealer Auto Securitization, LLC as the initial registered owner thereof. The Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions of the Depositor. Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Certificates, the Owner Trustee and each Certificate Paying Agent shall recognize the Holders of the Certificates as Certificateholders. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.
Form of the Certificates. (a) The Class A-1 Certificates shall initially be issued in one or more global Certificates in fully registered form, in the name of Cede & Co., nominee of DTC, substantially in the form set forth in Exhibit C. The Class B-1 Certificates shall initially be issued in the form of one or more definitive Certificates in registered form, in the names and denominations specified by the Initial Purchaser, substantially in the form set forth in Exhibit D. The Trustee, upon receipt of a Depositor Order to that effect, shall cause such Certificates to be executed and authenticated as provided in Section 3.3 concurrently with the sale of the Underlying Securities to the Trust upon written order of the Depositor. Each Certificate shall bear upon its face the designation so selected for the Class to which it belongs, and may have such letters, numbers or other marks of identification as the Depositor and the Trustee may determine. All Certificates of the same Class shall be identical in all respects except for the denominations thereof and, if applicable, the name of the registered Certificateholder and the number of the Certificate. All Certificates and all Classes issued under this Agreement shall be in all respects equally and ratably entitled to the benefits of this Agreement, without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement.
(b) The terms of the Forms of Certificates set forth in Exhibits C and D to this Agreement shall form part of this Agreement.
