Authentication of the Certificates Clause Samples

Authentication of the Certificates. (a) The Seller, in its sole discretion, may request the Owner Trustee to issue a Certificate or Certificates to represent the Residual Interest. Upon request by the Seller pursuant to this Section 3.2(a), the Owner Trustee shall cause the Certificates to be executed on behalf of the Issuer, authenticated and delivered to or upon the written order of the Seller, signed by its chairman of the board, its president, its chief financial officer, its chief accounting officer, any vice president, its secretary, any assistant secretary, its treasurer or any assistant treasurer, without further corporate action by the Seller. (b) To the extent the Residual Interest is certificated, the Certificates shall be executed on behalf of the Issuer by manual or facsimile signature of an authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Residual Interestholder hereunder, upon due registration of such Certificate in such transferee’s name pursuant to Section 3.4.

Authentication of the 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 Certificates in a 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, its Treasurer, its Secretary or any Assistant Treasurer, without further corporate action by the Depositor. The Certificates shall not entitle their holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Certificates 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 Certificates shall have been duly authenticated and delivered hereunder. The Certificates shall be dated the date of their authentication.

Authentication of the Certificates. The Trustee acknowledges the transfer and assignment to it of the property constituting the Trust Fund, but without having made the review required to be made within 45 days pursuant to Section 2.02, and, as of the Closing Date, shall cause to be authenticated and delivered to or upon the order of the Company, in exchange for the property constituting the Trust Fund, the Certificates in Authorized Denominations evidencing the entire beneficial ownership interest in the Trust Fund and relating to the Mortgage Loans. ARTICLE III

Authentication of the 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 Certificates in initial amounts specified in Section 3.02 to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Seller, signed by its Chairman of the Board, its President, any Vice President, its Treasurer, its Secretary or any Assistant Treasurer, without further corporate action by the Seller. The Certificates shall not entitle their Holders to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Certificates a certificate of authentication substantially in the form set forth in Exhibit A, Exhibit B or Exhibit C, as applicable, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Certificates shall have been duly authenticated and delivered hereunder. The Certificates shall be dated the date of their authentication.

Authentication of the Certificates. The Trustee is hereby authorized and shall execute, authenticate and deliver on behalf of the Trust the Transferor Certificate to the Transferor. The Transferor Certificate and any further Supplemental Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be, when authenticated pursuant to this Agreement, validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on the 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 Certificate has been duly authenticated and delivered hereunder. The Certificates shall be dated the date of their authentication.

Authentication of the Certificates. Concurrently with the acquisition of the Trust Estate by the Trust, the Owner Trustee or the Certificate Registrar shall cause the Certificates issued hereunder 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 the authorized denomination. No Certificate shall entitle its Holder to any benefits under this Trust Agreement or be valid for any purpose unless there shall appear on the Certificate a certificate of authentication substantially in the form set forth in the related Exhibit A, executed by the Owner Trustee or the Certificate Registrar, by manual signature; such authentication shall constitute conclusive evidence that the Certificate shall have been duly authenticated and delivered hereunder. For so long as Citibank, N.A. acts as Certificate Registrar and Certificate Paying Agent under this Agreement, the Certificate Paying Agent may act as Certificate Registrar hereunder. A Certificate shall be dated the date of its authentication.

Authentication of the 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 Certificates in initial amounts specified in Section 3.02 to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Seller, signed by its Chairman of the Board, its President, any Vice President, its Treasurer, its Secretary or any Assistant Treasurer, without further corporate action by the Seller. The Certificates shall not entitle their Holders to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Certificates a certificate of authentication substantially in the form set forth in Exhibit A, Exhibit B or Exhibit C, as applicable, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Certificates shall have been duly authenticated and delivered hereunder. The Certificates shall be dated the date of their authentication.