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

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. The Bank of New York Mellon shall act as the initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent's authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. Citibank, National Association shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. Deutsche Bank Trust Company Americas shall act as the initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. Union Bank, N.A. shall act as the initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 20[•]-[•] Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. Whenever[•] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. Deutsche Bank Trust Company Americas shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2016-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2014-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2010-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2015-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2024-A Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2019-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2018-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. U.S. Bank Trust National Association shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2011-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee (NALT 2011-B Amended and Restated Trust Agreement) hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2012-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2015-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2016-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2017-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2022-A Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. [ ] shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. The authenticating agent of the Owner Trustee shall be The Chase Manhattan Bank. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeauthenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2019-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2014-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer Owner Trustee of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2020-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2020-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2021-A Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee. Deutsche Bank Trust Company Americas shall act as initial authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. Whenever[ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2017-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. The Bank of New York Mellon shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2023-B Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2012-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. Union Bank, N.A. shall act as initial Authenticating Agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2013-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2011-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee (NALT 2011-A Amended and Restated Trust Agreement) hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2013-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2023-A Series 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2007-A 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 (NALT 2007-A Amended and Restated Trust Agreement) upon the written, order of the Depositor, in exchange for the Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to or an authenticating agent. JPMorgan Chase Bank, N.A. shall act as the Authenticating Agent an authenticating agent on behalf of the Owner TrusteeTrust.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. The authenticating agent of the Owner Trustee shall be JPMorgan Chase Bank. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeauthenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee. Citibank, N.A. shall act as initial authenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Citibank, N.A. as the Trust’s Authenticating Agent's authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2010-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Deutsche Bank Trust Company Americas as the Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act or or Deutsche Bank Trust Company Americas as the Authenticating Agent of the Owner TrusteeTrust’s authenticating agent authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2004-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor 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 Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner TrusteeTransferor, in authorized denominations equaling in the aggregate the Original Certificate Balance and denominations, evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder holder to any benefit under this NALT 2004-A Amended and Restated Trust Agreement Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2003-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor 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 Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner TrusteeTransferor, in authorized denominations equaling in the aggregate the Original Certificate Balance and denominations, evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon on behalf of the order of Issuer to the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer Owner Trustee of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signatureor facsimile signature of a Trust Officer; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer Owner Trustee of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. The authenticating agent of the Owner Trustee shall be Bankers Trust Company. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeauthenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2009-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. Whenever[ ] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating AgentJPMorgan Chase Bank as its authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2006-A 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence evidence, and the only evidence, that such 6 (NALT 2006-A Amended and Restated Trust Agreement) Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2005-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor 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 Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner TrusteeTransferor, in authorized denominations equaling in the aggregate the Original Certificate Balance and denominations, evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Bank of New York as the Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 U.S. Bank Trust National Association as the Trust’s Authenticating Agent's authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2009-B 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverWilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating AgentDeutsche Bank Trust Company Americas, as its authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee. The Bank of New York Mellon shall act as initial authenticating agent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 [_____] as the Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeor its authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2003-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor 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 Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner TrusteeTransferor, in authorized denominations equaling in the aggregate the Original Certificate Balance and denominations, evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder holder to any benefit NALT 2003-A Amended and Restated Trust Agreement under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Deutsche Bank Trust Company Americas as the Trust’s Authenticating Agent's authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act or Deutsche Bank Trust Company Americas as the Authenticating Agent of the Owner Trusteeits authenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2008-A 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 (NALT 2008-A Amended and Restated Trust Agreement) upon the written, order of the Depositor, in exchange for the Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence evidence, and the only evidence, that such (NALT 200[ ]-[ ] Amended and Restated Trust Agreement) 6 Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 200[ ]-[ ] SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence evidence, and the only evidence, that such Trust Certificate shall have been (NALT 200[ ]-[ ] Amended and Restated Trust Agreement) duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentits authenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. The authenticating agent of the Owner Trustee shall be Bankers Trust Company. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trusteeauthenticating agent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer of the 2004-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor 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 Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner TrusteeTransferor, in authorized denominations equaling in the aggregate the Original Certificate Balance and denominations, evidencing the entire ownership of the IssuerTrust. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. WheneverThe Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On Concurrently with the Closing Datetransfer 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 Receivables and the other assets of the Issuerauthorized denominations, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the IssuerIssuing Entity. No Trust Certificate shall entitle its Certificateholder 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 authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence 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. Upon issuance, authentication execution and delivery pursuant to the terms hereof, the Trust Certificates will shall be entitled to the benefits of this Agreement. Whenever[Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, in any Basic Document, a reference is made and all references herein to authentication by the Owner Trustee, such reference Trustee shall be deemed to include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner TrusteeAgent.

Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder 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 Trust’s Authenticating Agentauthenticating agent, by manual signature; and 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, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent authenticating agent of the Owner Trustee. Union Bank, N.A. shall act as initial authenticating agent.