Common use of Form of the Certificates Clause in Contracts

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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 2,500 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,500 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C B to the Owner Trustee and the Depositor.

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 Definitive Certificates. (b) At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates to be delivered to the Owner Trustee, as agent for the Clearing Agency, by or on behalf of the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000100,000 (which shall be deemed to be the equivalent of 100 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 1,100 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 100,000 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Transaction Basic 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 Basic 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 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 Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such The 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 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 Registrar 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 Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive CertificatesCertificateholders, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive CertificatesOwners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Basic Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased form in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 11.10% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 3,000 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 3,000 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 2,000 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 3.2(b) 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section 3.2(b) conflict with any other provisions of this Agreement, the provisions of this Section 3.2(b) shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,000 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an agreement or undertaking letter letter, substantially containing or incorporating by reference the representations set forth in the form Exhibit B attached hereto as Exhibit C hereto, to the Owner Trustee Depositor and the DepositorOwner Trustee.

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 2,900 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,900 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 Definitive Certificates. (b) At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates to be delivered to the Owner Trustee, as agent for the Clearing Agency, by or on behalf of the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000100,000 (which shall be deemed to be the equivalent of 100 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 1,100 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 100,000 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Transaction Basic 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 Basic 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 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 Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such The 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 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 Registrar 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 Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive CertificatesCertificateholders, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive CertificatesOwners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Basic Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased form in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 11.10% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 2,500 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,500 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 Definitive Certificates. (b) At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates to be delivered to the Owner Trustee, as agent for the Clearing Agency, by or on behalf of the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000100,000 (which shall be deemed to be the equivalent of 100 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 1,100 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 100,000 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Transaction Basic 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 Basic 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 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 Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such The 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 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 Registrar 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 Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive CertificatesCertificateholders, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive CertificatesOwners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Basic Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased form in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 11.10% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 1,750 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 3.2(b) 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section 3.2(b) conflict with any other provisions of this Agreement, the provisions of this Section 3.2(b) shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 1,750 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an agreement or undertaking letter letter, substantially containing or incorporating by reference the representations set forth in the form Exhibit B attached hereto as Exhibit C hereto, to the Owner Trustee Depositor and the DepositorOwner Trustee.

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 2,000 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 6 CRVNA 2022-P2 Trust Agreement 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Book- Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,000 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C B to the Owner Trustee and the Depositor.

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 3,500 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 3,500 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 2,000 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,000 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C B to the Owner Trustee and the Depositor.

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 $100,000100,000 units, and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 2,000 units and integral multiples of $1 unit 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 3.2(b) 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section 3.2(b) conflict with any other provisions of this Agreement, the provisions of this Section 3.2(b) shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 2,000 units and integral multiples of $1 unit in excess thereof. Each $1,000 in 100 units of nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an agreement or undertaking letter letter, substantially containing or incorporating by reference the representations set forth in the form Exhibit B attached hereto as Exhibit C hereto, to the Owner Trustee Depositor and the DepositorOwner Trustee.

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 Definitive Certificates. (b) At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates to be delivered to the Owner Trustee, as agent for the Clearing Agency, by or on behalf of the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000100,000 (which shall be deemed to be the equivalent of 100 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $5,000 1,100 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 100,000 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Transaction Basic 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 Basic 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 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 Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such The 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 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 Registrar 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 Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive CertificatesCertificateholders, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive CertificatesOwners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Basic Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee.] (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased form [in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 11.10% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders]. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

Form of the Certificates. (a) Each of the Certificates, upon original issuance, shall be [Definitive Certificates and shall be] issued in the form of Exhibit A hereto[, representing Book-Entry Certificates]. (b) [Upon a subsequent request in writing of the Certificateholder, the Certificates issued pursuant to Section 3.2(a) may be issued as Book-Entry Certificates, to be issued in the form of Exhibit A hereto, representing and delivered to the Owner Trustee, as agent for the Clearing Agency, by, or on behalf of, the Trust.] The [Book-Entry Certificates. (b) The Book-Entry Entry] Certificates shall be issued in an aggregate nominal principal amount of $100,000[ ], and all beneficial interests in the [Book-Entry 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee.] (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 [ ] and integral multiples of $1 [ ] in excess thereof. Each $1,000 [ ] in nominal principal amount of the Certificates shall equal a 1[ ]% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000[ ], or 100,000 [ ] units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C B to the Owner Trustee and the Depositor.

Form of the Certificates. (a) Each The Certificates shall be issued in one or more global certificates in fully registered book-entry form, in the name of a nominee of DTC, as described in Section 3.9, substantially in the Certificates, upon original issuance, form set forth in Exhibit C to the Series Trust Agreement and 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, Class or Classes and all beneficial interests in the Book-Entry Certificates shall be owned, authorized denominations set forth 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided beneficial interest in the TrustForepart. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer or Authorized Signatory of the Trustee, pursuant to a written order signed by the Depositor, and authenticated by a Responsible Officer or 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 execute or EXHIBIT 4.4 authenticate Certificates on behalf of the Trust, shall be duly issued, fully paid valid and non-assessable beneficial interests in binding obligations of 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. Each Certificate shall bear upon its face the designation so selected for the Class and Series to which it belongs, and may have such letters, numbers or other marks of identification. All Certificates of the same Class shall be identical in all respects except for the denominations thereof. All Certificates of all Classes at any time Outstanding shall be identical except for differences among the Certificates of the different Classes specified in the Forepart. Except as provided in subsection (b) below, all Certificates (and all Classes) issued under the Series Trust Agreement shall be in all respects equally and ratably entitled to the benefits hereof 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 the Series Trust Agreement. (fb) The If so specified in the Forepart, the rights of the Certificateholders holding Certificates shall of one Class may be typewrittensenior or subordinated to the rights of the Certificateholders holding any one or more other Classes, 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 issued in fully-registered form. The beneficial interests specified in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all CertificateholdersForepart. (gc) The terms of the Certificates Form of Certificate set forth in Exhibit A C to the Series Trust Agreement shall form part of this the Series Trust Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

Form of the Certificates. (a) Each The Certificates shall be issued in one or more global certificates in fully registered book-entry form, in the name of a nominee of DTC, as described in Section 3.9, substantially in the Certificates, upon original issuance, form set forth in Exhibit C to the Series Trust Agreement and 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, Class or Classes and all beneficial interests in the Book-Entry Certificates shall be owned, authorized denominations set forth 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided beneficial interest in the TrustForepart. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer or Authorized Signatory of the EXHIBIT 4.3 Trustee, pursuant to a written order signed by the Depositor, and authenticated by a Responsible Officer or 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 execute or authenticate Certificates on behalf of the Trust, shall be duly issued, fully paid valid and non-assessable beneficial interests in binding obligations of 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. Each Certificate shall bear upon its face the designation so selected for the Class and Series to which it belongs, and may have such letters, numbers or other marks of identification. All Certificates of the same Class shall be identical in all respects except for the denominations thereof. All Certificates of all Classes at any time Outstanding shall be identical except for differences among the Certificates of the different Classes specified in the Forepart. Except as provided in subsection (b) below, all Certificates (and all Classes) issued under the Series Trust Agreement shall be in all respects equally and ratably entitled to the benefits hereof 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 the Series Trust Agreement. (fb) The If so specified in the Forepart, the rights of the Certificateholders holding Certificates shall of one Class may be typewrittensenior or subordinated to the rights of the Certificateholders holding any one or more other Classes, 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 issued in fully-registered form. The beneficial interests specified in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 and integral multiples of $1 in excess thereof. Each $1,000 in nominal principal amount of the Certificates shall equal a 1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all CertificateholdersForepart. (gc) The terms of the Certificates Form of Certificate set forth in Exhibit A C to the Series Trust Agreement shall form part of this the Series Trust Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

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 3,500 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 instructions or directions hereunder) as the sole Certificateholders of the Certificates other than the Definitive Certificates, and shall have no obligation to the Certificate Owners other than the Certificateholders of the Definitive Certificates; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners (other than the Certificateholders of the Definitive Certificates) shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Book-Entry Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (c) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (d) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (e) The Certificates shall represent the entire undivided 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. (f) 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 issued in fully-registered form. The beneficial interests in the Certificates may be purchased in the minimum nominal principal denomination of $5,000 3,500 and integral multiples of $1 in excess thereof. Each $1,000 100 in nominal principal amount of the Certificates shall equal a 10.1% Percentage Interest. No Certificate shall be issued that would cause the aggregate nominal principal amount of all Certificates (including those retained by the Depositor or a majority-owned affiliate of the Sponsor) to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. (g) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each If requested to do so by the Depositor, each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C B to the Owner Trustee and the Depositor.