Common use of Authentication and Delivery of Trust Certificates Clause in Contracts

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $___________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $______________, (ii) Class A-2 Notes, $______________, (iii) Class A-3 Notes, $__________, ____ and (iv) Class A-4 Notes, $______________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Initial Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________[ ], and (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________[ ]. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CEXHIBIT B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________$ , (ii) Class A-2 Notes, $__________$ , (iii) Class A-3 Notes, $__________$ , and (iv) Class A-4 Notes, $__________$ , (v) Class B Notes, $ , (vi) Class C Notes, $ and (vii) Class D Notes, $ . No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Concurrently with the transfer of the 20[●]-[●] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trustauthorized denominations, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________Issuing Entity. No Trust Certificate shall be entitled entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there appears shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentAuthenticating Agent, by manual or facsimile signature, ; and such certificate upon any Trust Certificate authentication shall be constitute conclusive evidence, and the only evidence, that such Trust Certificate has shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authorization execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________267,000,000, (ii) Class A-2 Notes, $__________375,000,000, (iii) Class A-3 Notes, $__________510,000,000, and (iv) Class A-4 Notes, $__________224,000,000, (v) Class B Notes, $60,000,000, (vi) Class C Notes, $64,000,000 and (vii) Class D Notes, $52,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) the Class A-1 A Notes, $__________291,000,000, (ii) the Class A-2 B Notes, $__________37,000,000, (iii) the Class A-3 C Notes, $__________72,500,000, and (iv) the Class A-4 D Notes, $__________35,500,000 and (v) the Class E Note, $64,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________180,000,000, (ii) Class A-2 Notes, $__________300,000,000, (iii) Class A-3 Notes, $__________, 410,000,000 and (iv) Class A-4 Notes, $__________310,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, Contracts and such other assets and the constructive delivery to the Owner Trustee Trust of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Initial Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee Trust and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________190,000,000.00, (ii) Class A-2 Notes, $__________274,000,000.00, (iii) Class A-3 NotesNotes $168,000,000.00, $__________, and (iv) Class A-4 Notes $83,251,000.00, and (v) Class B Notes, $__________24,470,000.00. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CEXHIBIT B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Concurrently with the transfer of the 200[ ]-[ ] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity to the Depositor the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written, order of the Depositor, in exchange for the Contracts and the other assets of the Trustauthorized denominations, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________Issuing Entity. No Trust Certificate shall be entitled entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there appears shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentAuthenticating Agent, by manual or facsimile signature, ; and such certificate upon any Trust Certificate authentication shall be constitute conclusive evidence, and the only evidence, that such Trust Certificate has shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authorization execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. The [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________275,000,000, (ii) Class A-2 Notes, $__________370,000,000, (iii) Class A-3 A-3A Notes, $__________203,000,000, (iv) Class A-3B Notes, 367,000,000 and (ivv) Class A-4 Notes, $__________435,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $_____________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $__________, __ and (iv) Class A-4 Notes, $____________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________224,100,000, (ii) Class A-2 Notes, $__________, 149,425,000 and (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________. 73,975,000 No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________435,000,000, (ii) Class A-2 A-2A Notes, $__________150,000,000, (iii) Class A-3 A-2B Notes, $__________50,000,000, and (iv) Class A-4 B Notes, $__________50,000,000, (v) Class C Notes, $145,000,000, (vi) the Class D Notes, $90,000,000 and (vii) the Class E Note, $80,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $________, (v) Class B Notes, $________, (vi) Class C Notes, $________, (vii) Class D Notes, $________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________222,000,000, (ii) Class A-2 Notes, $__________555,000,000, (iii) Class A-3 Notes, $__________200,000,000, and (iv) Class A-4 Notes, $__________331,750,000, (v) Class B Notes, $56,250,000, (vi) Class C Notes, $63,750,000 and (vii) Class D Notes, $48,750,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance Trustee evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, _ and (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, Contracts and such other assets and the constructive delivery to the Owner Trustee Trust of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Initial Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee Trust and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, Notes $__________, and (iv) Class A-4 B Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CEXHIBIT B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Concurrently with the transfer of the 20[•]-[•] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trustauthorized denominations, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________Issuing Entity. No Trust Certificate shall be entitled entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there appears shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentAuthenticating Agent, by manual or facsimile signature, ; and such certificate upon any Trust Certificate authentication shall be constitute conclusive evidence, and the only evidence, that such Trust Certificate has shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authorization execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________, (v) Class B Notes, $__________, (vi) Class C Notes, $__________, (vii) Class D Notes, $_________ . No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $___________, and (iv) Class A-4 Notes, $__________ and (v) Class A-5 Notes, $___________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) the Class A-1 A Notes, $__________351,000,000, (ii) the Class A-2 B Notes, $__________45,000,000, (iii) the Class A-3 C Notes, $__________81,000,000, and (iv) the Class A-4 D Notes, $__________45,000,000 and (v) the Class E Note, $78,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Initial Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $[___________], (ii) Class A-2 Notes, $[__________, ] and (iii) Class A-3 B Notes, $[__________, and (iv) Class A-4 Notes, $__________]. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CEXHIBIT B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $____________, (ii) Class A-2 Notes, $___________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 A Notes, $__________302,500,000, (ii) Class A-2 B Notes, $__________33,750,000, (iii) Class A-3 C Notes, $__________, and 73,750,000 (iv) the Class A-4 D Notes, $__________50,000,000 and (v) the Class E Note, $40,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the DepositorDepositors, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, _ and (iv) Class A-4 Notes, $__________. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authorization authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Concurrently with the transfer of the 20[•]-[•] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in exchange for the Contracts and the other assets of the Trustauthorized denominations, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $__________, (ii) Class A-2 Notes, $__________, (iii) Class A-3 Notes, $__________, and (iv) Class A-4 Notes, $__________Issuing Entity. No Trust Certificate shall be entitled entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there appears shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentAuthenticating Agent, by manual or facsimile signature, ; and such certificate upon any Trust Certificate authentication shall be constitute conclusive evidence, and the only evidence, that such Trust Certificate has shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authorization execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. [ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.