Authentication and Delivery of Certificates. The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.
Authentication and Delivery of Certificates. Concurrently with the sale of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, the Owner Trustee shall execute the Certificates on behalf of the Issuer, and cause the Certificates to be authenticated and delivered to or upon the written order of the Depositor, signed by its president, any Vice President, its treasurer, any assistant treasurer, its secretary or any assistant secretary, without further limited liability company action by the Depositor. No Certificate shall entitle the respective Certificateholder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar or its authenticating agent, by manual signature; and such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Agreement.
Authentication and Delivery of Certificates. The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, Certificates duly authenticated by the Securities Administrator in authorized denominations evidencing ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform its duties set forth in this Agreement in accordance with the provisions hereof to the best of its abilities, to the end that the interests of the Holders may be adequately and effectively protected.
Authentication and Delivery of Certificates. Forthwith upon the execution and delivery of the Original Indenture, and from time to time thereafter, Certificates in an aggregate principal amount not in excess of the amount specified in Section 2.04 hereof (except as otherwise provided in Sections 2.06 and 2.07 hereof) were or shall be, as the case may be, executed by the Owner Trustee and delivered to the Indenture Trustee for authentication, and the Indenture Trustee thereupon did or shall, as the case may be, authenticate and deliver said Certificates to or upon the oral or written order of the Owner Trustee, signed, if written, by an authorized officer of the Owner Trustee, without any further action by the Owner Trustee.
Authentication and Delivery of Certificates. The Trustee shall cause to be authenticated and delivered to or upon the written order of the Depositor, in exchange for the Receivables and other Trust Property, simultaneously with the sale, assignment and transfer to the Trustee on behalf of the Trust of the Receivables, and the constructive delivery to the Trustee of the Receivables Files and the other components of the Trust existing as of the Closing Date, Certificates in authorized denominations equaling in the aggregate the sum of the Initial Class A Principal Balance and the Initial Class B Principal Balance, and evidencing the entire ownership of the Trust. No Certificate shall entitle the Holder thereof to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, substantially in the form set forth in the form of Certificates attached hereto as Exhibit A and Exhibit B respectively, executed by the Trustee or any Authenticating Agent appointed pursuant to Section 6.12 of this Agreement by manual signature. Such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. Any Certificates issued thereafter shall be dated the date of their authentication.
Authentication and Delivery of Certificates. 3.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) each Global Certificate in accordance with the terms of the relevant Trust Deed and deliver, on the date the Certificates are issued, such Global Certificate to the depositary common to Euroclear and Clearstream, Luxembourg or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee and the Principal Paying Agent.
3.2 The Trustee authorises and instructs the Registrar to cause each Global Certificate to be exchanged for definitive Certificates (if applicable) in accordance with its terms and to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchanges. Following the exchange of the last interest in a Global Certificate, the Registrar shall cause the relevant Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct in writing.
3.3 If a Global Certificate is to be exchanged in accordance with its terms for definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Principal Paying Agent as soon as reasonably practicable and in any event not later than the day before the relevant exchange is due to take place, definitive Certificates in an aggregate face amount equal to the face amount of the relevant Global Certificate to be exchanged. Each definitive Certificate so delivered shall be duly executed on behalf of the Trustee.
3.4 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate each definitive Certificate delivered pursuant to Clause 3.3.
3.5 Each Agent shall cause any definitive Certificates delivered to and held by it under this Agreement to be maintained in safe custody and shall only issue definitive Certificates in accordance with the terms of the relevant Global Certificate, the Master Trust Deed, the relevant Supplemental Trust Deed, the Conditions, the applicable Final Terms and the provisions of this Agreement.
3.6 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Agent to Euroclear and/or Clearstream, Luxembourg.
3.7 So long...
Authentication and Delivery of Certificates. The Trustee acknowledges receipt by the Custodian on its behalf of the documents identified in the Initial Certification in the form attached as an exhibit to Exhibit Q hereto and concurrently with such receipt, the Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, Certificates duly authenticated by the Authenticating Agent in authorized denominations evidencing ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform its duties set forth in this Agreement in accordance with the provisions hereof.
Authentication and Delivery of Certificates. The Trustee shall cause to be authenticated and delivered to or upon the order of the Seller, in exchange for the Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Receivables, and the constructive delivery to the Trustee on behalf of the Trust of the Receivable Files and the other components of the Trust, Certificates duly authenticated by the Trustee, in authorized denominations equaling in the aggregate the Original Pool Balance and evidencing the entire ownership of the Trust. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in the form of such Certificate attached hereto as Exhibit C or Exhibit D, as the case may be, executed by the Trustee by manual or facsimile signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered under this Agreement.
Authentication and Delivery of Certificates. The Trustee accepts the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Trustee has caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, Certificates duly authenticated by the Trustee in authorized denominations evidencing ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform its duties set forth in this Agreement in accordance with the provisions hereof.
Authentication and Delivery of Certificates. 3.1 The Notes will initially be represented by the Restricted Global Certificate in the principal amount of U.S.$40,724,000 and the Unrestricted Global Certificate in the principal amount of U.S.$539,276,000, each issued in accordance with the following provisions.
3.2 The Issuer undertakes to ensure that the Registrar receives a copy of each Global Certificate, duly signed on behalf of the Issuer, on or before the date of this Agreement, and authorises and instructs the Registrar (or its agent on its behalf) to authenticate each Global Certificate, and the Registrar undertakes to cause each Global Certificate to be authenticated.
3.3 The Issuer authorises and instructs the Registrar to cause each Global Certificate to be exchanged for Certificates (if applicable) in accordance with its terms. Following the exchange of the last interest in a Global Certificate, the Registrar shall cause such Global Certificate to be cancelled and destroyed.
3.4 If a Global Certificate is to be exchanged in accordance with its terms for Certificates, the Issuer undertakes that it will deliver to, or to the order of, the Fiscal Agent as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, Certificates in an aggregate principal amount equal to the principal amount of the Global Certificate to be exchanged. Each Certificate so delivered shall be duly executed on behalf of the Issuer.
3.5 The Issuer authorises and instructs the Registrar (or its agent on its behalf) to authenticate each Certificate delivered to, or to the order of, the Fiscal Agent pursuant to Clause 3.4, and the Registrar undertakes to cause each such Certificate to be authenticated.
3.6 Each Agent shall cause all Certificates delivered to and held by it under this Agreement to be maintained in safekeeping and shall ensure that Certificates are issued only in accordance with the terms of the relevant Global Certificate, the Conditions and the provisions of this Agreement.
3.7 So long as any of the Notes are outstanding, the Registrar shall, within seven days of any written request by the Issuer, certify to the Issuer the number of Certificates held by it under this Agreement.
