Common use of Authentication of the Certificates Clause in Contracts

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

Authentication of the Certificates. (a) The Seller, in its sole discretion, may request Concurrently with the Owner Trustee transfer of the Note Trust Certificate to issue a Certificate or Certificates to represent the Residual Interest. Upon request by the Seller Trust pursuant to this Section 3.2(a)the Transfer Agreement, the Owner Trustee is hereby authorized and shall cause the Certificates to be executed execute, authenticate and deliver on behalf of the Issuer, authenticated Trust the Transferor Certificate to RFS Holding. No further Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder. The Transferor Certificate and delivered any further Certificates issued pursuant to Sections 3.4 or upon the written order of the Seller, signed by its chairman of the board, its president, its chief financial officer, its chief accounting officer, any vice president, its secretary, any assistant secretary, its treasurer or any assistant treasurer, without further corporate action by the Seller. (b) To the extent the Residual Interest is certificated, the Certificates 3.5 shall be executed on behalf of the Issuer Trust by the manual or facsimile signature of an authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the IssuerTrust, shall be be, when authenticated pursuant to this Agreement, validly issued and entitled to the benefit benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. A transferee of a No Certificate shall become entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on the Certificate a Certificateholdercertificate of authentication substantially in the form set forth in Exhibit A, executed by the Trustee by the manual signature of one of its authorized signatories; such certificate of authentication shall constitute conclusive evidence, and the only evidence, that the Certificate shall have been duly authenticated and delivered hereunder. The Certificates shall be entitled to dated the rights and subject to the obligations date of a Residual Interestholder hereunder, upon due registration of such Certificate in such transferee’s name pursuant to Section 3.4their authentication.