Authentication of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificate evidencing the 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, any secretary, any assistant secretary, any treasurer, or any assistant treasurer, without further action by the Depositor. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Trustee by the manual signature of one of its authorized signatories; such certificate of authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. No further Trust Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.
Authentication of Trust Certificates. Concurrently with the transfer of the 2017-3 Exchange Note to the Securitization Trust, the Owner Trustee shall cause the Trust Certificates in an aggregate Percentage Interest equal to 100% to be executed on behalf of the Securitization Trust, authenticated and delivered to or upon the written order of the Depositor. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Authenticating Agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. Xxxxx Fargo Bank, National Association is hereby appointed as the initial Authenticating Agent.
Authentication of Trust Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an aggregate Percentage Interest equal to 100% to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or Deutsche Bank Trust Company Americas as the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Company, signed by its chairman of the board, its president, any vice president, secretary or any assistant treasurer, without further corporate action by the Company, in authorized denominations. No Trust Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. On the Closing Date, the Owner Trustee shall cause the Trust Certificates in an aggregate principal amount equal to the Initial Certificate Balance to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, secretary or any assistant treasurer, without further corporate action by the Depositor, in authorized denominations. No Trust Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or The Chase Manhattan Bank, as the Owner Trustee's authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. Concurrently with the transfer of the 2024-1 Exchange Note to the Securitization Trust, the Owner Trustee shall cause the Trust Certificates in an aggregate Percentage Interest equal to 100% to be executed on behalf of the Securitization Trust, authenticated and delivered to or upon the written order of the Depositor. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Authenticating Agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. Computershare is hereby appointed as the initial Authenticating Agent.
Authentication of Trust Certificates. Concurrently with the initial transfer of the Initial Loans to the Trust pursuant to the Sale and Servicing Agreement, the Trust shall issue the Trust Certificates, in an aggregate Percentage Interest equal to 100%, executed by the Owner Trustee on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Trust Depositor, signed by its chairman of the board, its chief executive officer, its chief financial officer, its president, any vice president, secretary or any assistant treasurer, without further limited liability company action by the Trust Depositor, in authorized denominations. No Trust Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate has been duly and validly authorized, issued, authenticated and delivered hereunder and, subject to the terms of this Agreement, fully paid and non-assessable. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. Concurrently with the initial contribution of the Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Originators, the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, in the name and on behalf of the Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the GP Interest (which shall include a 1% Ownership Percentage) and a Trust Certificate therefor and the Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the GP Interest and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates to be executed by an Authorized Officer of the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, and authenticated, issued and delivered to and in the names of, and registered on the Certificate Register in the names of, the following: 99% of the Ownership Percentage to TMS SPV, Inc. Thereupon, all such Certificates, the GP Interest, and the Voting Interest shall be validly issued and entitled to the benefits of this Agreement. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Authentication of Trust Certificates. Concurrently with the initial contribution of the Loans to the Trust pursuant to the Sale and Servicing Agreement, and without further action by the Seller, the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, in the name and on behalf of the Trust, shall cause, and shall have power and authority and is hereby authorized and empowered to cause, the Special Interests (which shall include a 1% Ownership Percentage in each of the Class I and Class II Certificates) and Trust Certificates therefor and the Voting Interest to be issued to, and registered on the Certificate Register in the name of, the Holder of the Special Interests and the Holder of the Voting Interest, respectively, and the balance of the Trust Certificates of each Class to be executed by an Authorized Officer of the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, and authenticated, issued and delivered to and in the names of, and registered on the Certificate Register in the names of, the following: (i) 99% of the Ownership Percentage in each of the Class I and Class II Certificates, to TMS SBA Holdings, Inc., and (ii) 100% of the Ownership Percentage in the Class R Certificates to First Union National Bank. Thereupon, all Classes of such Certificates, the Special Interests, and the Voting Interest shall be validly issued and entitled to the benefits of this Agreement. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibits X-0, X-0, and A-3, as applicable, executed by the Owner Trustee, or the Authenticating Agent at the direction of the Owner Trustee, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly executed, authenticated, authorized, issued and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
