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 Trust Depositor, in exchange for the Contracts and the other assets included in the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in the Trust Estate, a Trust Certificate duly authenticated by the Owner Trustee, evidencing the entire ownership of the Trust.][Simultaneously with the sale, assignment and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, the Owner Trustee shall duly authenticate the Certificates, evidencing the entire ownership of the Trust.] No Trust Certificate shall 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 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. Concurrently with the transfer of the 20[●]-[The ●] 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 Trust Depositor, in exchange for the Contracts and the other assets included in the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in the Trust Estate, a Trust Certificate duly authenticated by the Owner Trusteeauthorized denominations, evidencing the entire ownership of the Trust.][Simultaneously with the sale, assignment and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, the Owner Trustee shall duly authenticate the Certificates, evidencing the entire ownership of the Trust.] Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose 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 BA, 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 Trust Depositor, in exchange for the Contracts and the other assets included in of the Trust EstateTrust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust EstateContracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in of the Trust, Trust Estate, a Trust Certificate Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Initial Certificate Balance evidencing the entire ownership of the Trust.][Simultaneously with the sale, assignment Trust and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, Notes issued by the Owner Trustee shall duly authenticate and authenticated by the CertificatesIndenture Trustee in aggregate principal amount of, evidencing in the entire ownership case of the Trust.] (i) Class A-1 Notes, $[ ], and (ii) Class A-2 Notes, $[ ]. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose 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 EXHIBIT 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 Trust Depositor, in exchange for the Contracts and the other assets included in the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in the Trust Estate, a Trust Certificate duly authenticated by the Owner Trustee, evidencing the entire ownership of beneficial interest in the Trust.][Simultaneously with the sale, assignment and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, the Owner Trustee shall duly authenticate the Certificates, evidencing the entire ownership of beneficial interest in the Trust.] No Trust Certificate shall 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 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 Trust Depositor, in exchange for the Contracts and the other assets included in the Trust Estate, simultaneously with the sale, assignment and transfer to the Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets included in the Trust Estate, a Trust Certificate duly authenticated by the Owner Trustee, evidencing the entire ownership of beneficial equity interest in the Trust.][Simultaneously with the sale, assignment and transfer to the Underlying Trust of the Contracts and other assets included in the Trust Estate, and the constructive delivery to the Underlying Trustee of the Contract Files and the other assets included in the Trust Estate, the Owner Trustee shall duly authenticate the Certificates, evidencing the entire ownership of beneficial equity interest in the Trust.] No Trust Certificate shall 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 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.