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

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

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

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) the Class A-1 A Notes, $___________351,000,000, (ii) the Class A-2 B Notes, $___________45,000,000, (iii) the Class A-3 C Notes, $___________ and 81,000,000, (iv) the Class A-4 D Notes, $__________45,000,000 and (v) the Class E Note, $78,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________222,000,000, (ii) Class A-2 Notes, $___________555,000,000, (iii) Class A-3 Notes, $___________ and 200,000,000, (iv) Class A-4 Notes, $__________331,750,000, (v) Class B Notes, $56,250,000, (vi) Class C Notes, $63,750,000 and (vii) Class D Notes, $48,750,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________229,000,000, (ii) Class A-2 Notes, $___________387,000,000, (iii) Class A-3 Notes, $___________ and 307,000,000, (iv) Class A-4 Notes, $__________281,000,000, (v) Class B Notes, $52,500,000, (vi) Class C Notes, $56,000,000 and (vii) Class D Notes, $45,500,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________224,100,000, (ii) Class A-2 Notes, $___________, 149,425,000 and (iii) Class A-3 Notes, $___________ and (iv) Class A-4 Notes, $__________. 73,975,000 No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________275,000,000, (ii) Class A-2 Notes, $___________370,000,000, (iii) Class A-3 A-3A Notes, $___________ 203,000,000, (iv) Class A-3B Notes, 367,000,000 and (ivv) Class A-4 Notes, $__________435,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________180,000,000, (ii) Class A-2 Notes, $___________300,000,000, (iii) Class A-3 Notes, $___________ 410,000,000 and (iv) Class A-4 Notes, $__________310,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) the Class A-1 A Notes, $___________291,000,000, (ii) the Class A-2 B Notes, $___________37,000,000, (iii) the Class A-3 C Notes, $___________ and 72,500,000, (iv) the Class A-4 D Notes, $__________35,500,000 and (v) the Class E Note, $64,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________240,000,000, (ii) Class A-2 Notes, $___________515,000,000, (iii) Class A-3 Notes, $___________ and 210,000,000, (iv) Class A-4 Notes, $__________343,750,000, (v) Class B Notes, $56,250,000, (vi) Class C Notes, $63,750,000 and (vii) Class D Notes, $48,750,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________225,000,000, (ii) Class A-2 Notes, $___________300,000,000, (iii) Class A-3 Notes, $___________ and 318,750,000, (iv) Class A-4 Notes, $__________278,125,000, (v) Class B Notes, $56,250,000, (vi) Class C Notes, $50,000,000, (vii) Class D Notes, $21,875,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________389,000,000, (ii) Class A-2 Notes, $___________713,000,000, (iii) Class A-3 A-3A Notes, $___________ and 325,000,000, (iv) Class A-3B Notes, $682,000,000, (v) Class A-4 Notes, $__________306,000,000, (vi) Class B Notes, $105,000,000, (vii) Class C Notes, $112,000,000 and (viii) Class D Notes, $91,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 A Notes, $___________302,500,000, (ii) Class A-2 B Notes, $___________33,750,000, (iii) Class A-3 C Notes, $___________ and 73,750,000 (iv) the Class A-4 D Notes, $__________50,000,000 and (v) the Class E Note, $40,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, Contracts and such other assets and the constructive delivery to the Owner Trustee Trust of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Initial Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee Trust and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________190,000,000.00, (ii) Class A-2 Notes, $___________274,000,000.00, (iii) Class A-3 NotesNotes $168,000,000.00, $___________ and (iv) Class A-4 Notes $83,251,000.00, and (v) Class B Notes, $__________24,470,000.00. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CEXHIBIT B, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication authorization and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________247,000,000, (ii) Class A-2 Notes, $___________375,000,000, (iii) Class A-3 Notes, $___________ and 349,000,000, (iv) Class A-4 Notes, $__________233,000,000, (v) Class B Notes, $52,500,000, (vi) Class C Notes, $56,000,000 and (vii) Class D Notes, $45,500,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________330,000,000, (ii) Class A-2 Notes, $___________440,000,000, (iii) Class A-3 A-3A Notes, $___________ and 380,000,000, (iv) Class A-4 A-3B, (v) $230,000,000, Class A-4A, $260,000,000 and (vi) Class A-4B Notes, $__________160,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________267,000,000, (ii) Class A-2 Notes, $___________375,000,000, (iii) Class A-3 Notes, $___________ and 510,000,000, (iv) Class A-4 Notes, $__________224,000,000, (v) Class B Notes, $60,000,000, (vi) Class C Notes, $64,000,000 and (vii) Class D Notes, $52,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in the aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________265,000,000, (ii) Class A-2 Notes, $___________435,000,000, (iii) Class A-3 Notes, $___________ and 400,000,000, (iv) Class A-4 Notes, $__________193,750,000, (v) Class B Notes, $56,250,000, (vi) Class C Notes, $60,000,000 and (vii) Class D Notes, $48,750,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________335,000,000, (ii) Class A-2 Notes, $___________291,000,000, (iii) Class A-3 Notes, $___________ and 395,000,000, (iv) Class A-4 Notes, $__________299,000,000, (v) Class B Notes, $63,750,000, (vi) Class C Notes, $67,500,000 and (vii) Class D Notes, $41,250,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________325,000,000, (ii) Class A-2 Notes, $___________462,000,000, (iii) Class A-3 Notes, $___________ 575,000,000 and (iv) Class A-4 Notes, $__________388,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________211,000,000, (ii) Class A-2 Notes, $___________491,000,000, (iii) Class A-3 Notes, $___________ and 168,000,000, (iv) Class A-4 Notes, $__________373,300,000, (v) Class B Notes, $53,430,000, (vi) Class C Notes, $60,560,000 and (vii) Class D Notes, $46,335,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________267,000,000, (ii) Class A-2 Notes, $___________313,000,000, (iii) Class A-3 Notes, $___________ and 326,000,000, (iv) Class A-4 Notes, $__________282,000,000, (v) Class B Notes, $57,375,000, (vi) Class C Notes, $60,750,000 and (vii) Class D Notes, $37,125,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

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

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

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

Authentication and Delivery of Trust Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in exchange for the Contracts and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Contracts, and the constructive delivery to the Owner Trustee of the Contract Files and the other assets of the Trust, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________245,000,000, (ii) Class A-2 Notes, $___________280,000,000, (iii) Class A-3 A-3A Notes, $___________ and 325,000,000, (iv) Class A-4 A-3B Notes, 175,000,000, (v) Class A-4A Notes, $__________163,000,000 and (vi) Class A-4B Notes, $162,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of Trust Certificate attached hereto as Exhibit CB, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any authenticating agent hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.

Authentication and Delivery of Trust Certificates. The Owner Trustee or the Certificate Registrar shall cause to be authenticated and delivered upon the order of the Trust Depositor, in exchange for the Contracts Loans and the other assets of the TrustLoan Assets, simultaneously with the sale, assignment and transfer to the Trust of the ContractsLoans and other Loan Assets, and the constructive delivery to the Owner Trustee of the Contract Loan Files and the other assets of the TrustLoan Assets, a Trust Certificates Certificate duly authenticated by the Owner TrusteeTrustee or the Certificate Registrar, in authorized denominations equaling in the aggregate amount of the Original Certificate Balance evidencing the entire ownership of the Trust Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture Trustee in aggregate principal amount of, in the case of the (i) Class A-1 Notes, $___________435,000,000, (ii) Class A-2 A-2A Notes, $___________150,000,000, (iii) Class A-3 A-2B Notes, $___________ and 50,000,000, (iv) Class A-4 B Notes, $__________50,000,000, (v) Class C Notes, $145,000,000, (vi) the Class D Notes, $90,000,000 and (vii) the Class E Note, $80,000,000. No Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate of authentication substantially in the form set forth in the form of the Trust Certificate attached hereto as Exhibit CA, executed by the Owner Trustee or its authenticating agentthe Certificate Registrar, by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence, and the only evidence, that such Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication authorization and delivery pursuant to the terms hereof, the each Trust Certificates Certificate will be entitled to the benefits of this Agreement.

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

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

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