Form of the Certificates Clause Samples

Form of the Certificates. (a) The Certificates shall be issued in one or more global certificates in fully registered book-entry form, in the name of a nominee of DTC, as described in Section 3.9, substantially in the form set forth in Exhibit C to the Series Trust Agreement and shall be issued in the Class or Classes and in the authorized denominations set forth in the Forepart. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer or Authorized Signatory of the Trustee, pursuant to a written order signed by the Depositor, and authenticated by a Responsible Officer or Authorized Signatory 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 execute or authenticate Certificates on behalf of the Trust, shall be valid and binding obligations of the Trust, 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. Each Certificate shall bear upon its face the designation so selected for the Class and Series to which it belongs, and may have such letters, numbers or other marks of identification. All Certificates of the same Class shall be identical in all respects except for the denominations thereof. All Certificates of all Classes at any time Outstanding shall be identical except for differences among the Certificates of the different Classes specified in the Forepart. Except as provided in subsection (b) below, all Certificates (and all Classes) issued under the Series Trust Agreement shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of the Series Trust Agreement. (b) If so specified in the Forepart, the rights of the Certificateholders holding Certificates of one Class may be senior or subordinated to the rights of the Certificateholders holding any one or more other Classes, all as specified in the Forepart. (c) The terms of the Form of Certificate set forth in Exhibit C to the Series Trust Agreement shall form part of the Series Trust Agreement.

Form of the Certificates. Each Certificate, upon issuance, will be issued in the form of a typewritten Certificate, substantially in the form of Exhibit A hereto, representing a definitive Certificate. The Owner Trustee shall execute and authenticate, or cause to be authenticated, each definitive Certificate in accordance with the written instructions of the Depositor.

Form of the Certificates. (a) The Certificates shall be substantially in the form set forth in Exhibit A and shall be issued in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof; provided, however, that one Certificate may be issued in a denomination that includes any residual amount. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible 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 Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, 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. (b) The Definitive Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.

Form of the Certificates. (a) The Certificates shall be issued without a principal amount. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized signatory 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 Trust shall be valid, 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. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the authorized signatory of the Owner Trustee or the Owner Trustee's authenticating agent executing such Certificates, as evidenced by their execution of such Certificates. (c) A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to Section 3.4.

Form of the Certificates. (a) Each of the Certificates, upon original issuance, shall be issued in the form of Exhibit A hereto, representing Definitive Certificates. (b) At the election of the Certificateholder, the Definitive Certificates issued pursuant to Section 3.2(a) may be exchanged for Book-Entry Certificates to be delivered to the Owner Trustee, as agent for the Clearing Agency, by or on behalf of the Trust. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000 (which shall be deemed to be the equivalent of 100 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum principal amount of $1,100 and integral multiples of $1 in excess thereof. The Trust shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Basic Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the Certificateholders under the Basic Documents upon final distribution of the Trust Estate and termination of the Trust pursuant to Section 7.1 shall be deemed to repay the aggregate nominal principal amount of the Certificates in full; provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Certificate Depository (initially, Cede & Co.), and no Certificate Owner shall receive a Definitive Certificate representing such Certificate Owner’s interest in such Book-Entry Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to the applicable Certificateholders pursuant to Section 3.12 in exchange for the Book-Entry Certificates: (i) the provisions of this Section shall be in full force and effect; (ii) the Certificate Registrar and the Owner Trus...

Form of the Certificates. The initial Certificate, upon issuance, will be a typewritten, definitive Certificate substantially in the form of Exhibit A hereto and shall be registered in the name of Fifth Third Holdings Funding, LLC or its nominee as the initial registered owner thereof.

Form of the Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Definitive Certificates and shall be registered in the name of Capital One Auto Receivables, LLC as the initial registered owner thereof. The Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions of the Depositor. Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Certificates, the Owner Trustee and each Paying Agent shall recognize the Holders of the Certificates as Certificateholders. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.

Form of the Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing definitive Certificates (the “Definitive Certificates”) and shall be registered in the name of M&I Dealer Auto Securitization, LLC as the initial registered owner thereof. The Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions of the Depositor. Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Certificates, the Owner Trustee and each Certificate Paying Agent shall recognize the Holders of the Certificates as Certificateholders. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.

Form of the Certificates. (a) Subject to Section 2.7(a), there shall be one class of Certificates which shall be the 6.20% Asset-Backed Certificates of the Trust. The Certificates shall be substantially in the form set forth in Exhibit A and shall be issued in minimum denominations of $20,000 and in integral multiples of $1,000 in excess thereof; provided, however, that (a) Certificates shall be issued to the holder of the AO Interest pursuant to Section 2.7 in such denominations as to represent at least 1% of the initial Certificate Balance and (b) one Certificate may be issued in a denomination other than an integral multiple of $1,000. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible 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 Trust, shall be valid and binding obligations of the Trust, 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. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. (c) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.