Common use of Issuance of Trust Certificates Clause in Contracts

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Trust registered that transfer and issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's continued beneficial interest (the “Ownership Interest”) in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is entitled to all rights provided to it under this Agreement and in the Trust Certificate and is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's continued beneficial interest (the “Ownership Interest”) ’s Beneficial Interest in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection Concurrently with the issuance described in Section 10.01(a)execution of this Agreement, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the BeneficiaryCapital One Funding, as a Transferor, signed by any Vice President or more senior officer of the Beneficiarysuch Transferor, without further corporate action by the Beneficiarysuch Transferor. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's continued ’s beneficial interest (the “Ownership Interest”) in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection Concurrently with the issuance described in Section 10.01(a)initial assignment of the Collateral Certificate to the Trust, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the BeneficiaryTransferor, signed by any Vice President or more senior officer of the BeneficiaryTransferor, without further corporate action by the BeneficiaryTransferor. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Trust registered that transfer and issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “"Prior Trust Certificate”") evidencing the Beneficiary’s 's beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary's continued beneficial interest (the “"Ownership Interest”") in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is entitled to all rights provided to it under this Agreement and in the Trust Certificate and is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Trust registered that transfer and issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon Promptly following the execution and delivery of this Agreement, the Beneficiary Trustee will exchange issue and deliver to Citibank, as the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate withcurrent Beneficiary, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the a “Trust Certificate”) evidencing the Beneficiary's continued beneficial ’s ownership interest (the “Ownership Interest”) in the Trust. The Beneficiary, Trust in its capacity as the holder of exchange for the Trust CertificateCertificates issued to Citibank (South Dakota) and Citibank (Nevada) pursuant to the Prior Trust Agreement, (i) continues which the Trustee will promptly cancel. If such Trust Certificates are unavailable, Citibank shall provide a lost certificate affidavit including indemnity to be the sole beneficial owner of the Trust and (ii) Trustee, which shall be bound by in a form reasonably acceptable to the provisions of this AgreementTrustee, as provided in Section 10.03. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Each Trust Certificate to will be executed by manual signature on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed Trustee by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunderan authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to before the delivery of such Trust Certificate. The Each Trust Certificate will be dated the date of its authenticationexecution. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in writing by the Managing Beneficiary, a register for the registration and transfer of the Trust CertificateCertificates. Such register will show the name and address of the each holder of the a Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary's continued beneficial interest (the “Ownership "Beneficial Interest”") in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection Concurrently with the issuance described in Section 10.01(a)initial transfer and assignment of the Collateral Certificate to the Trust, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary's continued beneficial interest (the “Ownership Interest”) Beneficial Interest in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection Concurrently with the issuance described in Section 10.01(a)execution of this Agreement, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the BeneficiaryCapital One Funding, as a Transferor, signed by any Vice President or more senior officer of the Beneficiarysuch Transferor, without further corporate action by the Beneficiarysuch Transferor. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary's continued beneficial interest (the “"Ownership Interest”") in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection Concurrently with the issuance described in Section 10.01(a)initial assignment of the Collateral Certificate to the Trust, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the BeneficiaryTransferor, signed by any Vice President or more senior officer of the BeneficiaryTransferor, without further corporate action by the BeneficiaryTransferor. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, ,or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust this Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was has been presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered will register that transfer and issued will issue and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's continued ’s beneficial interest (the “Ownership Interest”) in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Trust registered that transfer and issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon Promptly following the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace issue and deliver to the Prior Trust Certificate with, Beneficiary a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's ’s continued beneficial interest (the “Ownership Interest”) in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to be the sole beneficial owner of the Trust and (ii) Beneficiary shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section subsection 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed will execute on behalf of the TrustTrust a single Trust Certificate, which such Trust Certificate will be authenticated in accordance with this Agreement and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The No Trust Certificate does not shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly and validly authorized, issued, authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary is entitled to all rights provided to it under this Agreement and in the Trust Certificate and is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. As of the date of this Agreement, Funding shall be the sole beneficial owner of the Trust. (d) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (e) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust this Agreement, the Owner Trustee on behalf of the Trust registered that transfer will issue and issued and delivered deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary's continued beneficial interest (the “Ownership Interest”) Beneficial Interest in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (ba) In connection Concurrently with the issuance described in Section 10.01(a)execution of this Agreement, the Owner Trustee caused shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the BeneficiaryCapital One Funding, as a Transferor, signed by any Vice President or more senior officer of the Beneficiarysuch Transferor, without further corporate action by the Beneficiarysuch Transferor. The Trust Certificate does shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (cb) The Beneficiary is will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and is will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (dc) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (ed) The Prior Trust Certificate was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Third Amended and Restated Trust Agreement, and the Trust Certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust CertificateAgreement, the Trust Certificate shall will be fully paid, validly issued issued, non-assessable and entitled to the benefits of this Agreement.