Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Agreement, the Owner Trustee shall cause Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar or the Certificate Registrar’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the Owner Trustee shall cause Certificates representing the entire undivided 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificates shall be issued to and held by the Depositor or an Affiliate of the Depositor, as the initial Certificateholders. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts Secured Notes to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the AART Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar AART Owner Trustee or Deutsche Bank Trust Company Americas, as the Certificate RegistrarAART Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the Owner Trustee shall cause Certificates representing the entire undivided 100% beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificates shall be issued to and held by the Depositor or an Affiliate of the Depositor, as the initial Certificateholders. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunderhereunder and is duly issued, fully-paid, non-assessable and entitled to the benefits of this Agreement. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Deutsche Bank Trust Company Americas, as the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Deutsche Bank Trust Company Americas, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Pooling and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Chemical Bank, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Bankers Trust Company, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts Secured Notes to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the AART Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar AART Owner Trustee or [ ], as the Certificate RegistrarAART Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Agreement, the Owner Trustee shall cause Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables Underlying Securities and related Contracts other Trust Assets to the Trust pursuant to the Receivables Transfer Agreement, the Owner Trustee shall cause Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or Trustee, upon the written order of the Depositor, signed shall cause to be executed by its chairman an Authorized Signatory of the boardTrustee, its presidentand shall cause to be authenticated and delivered by a Responsible Officer or Authorized Signatory of the Trustee, any vice presidentthe Certificates of each Class specified in the Forepart in an aggregate certificate principal balance equal to the initial Certificate Principal Balance of that Class, secretary or any assistant secretary without further limited liability company corporate action by the Depositor, in the authorized denominations specified in the Forepart. No Certificate shall entitle its holder to any benefit under this the Series Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AC contained in the Forepart, executed by the Certificate Registrar or the Certificate Registrar’s authenticating agent, Trustee by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or [ ], as the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Bankers Trust Company, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Initial Receivables and related Contracts to the Trust Owner Trustee, on behalf of the Trust, pursuant to the Receivables Transfer Pooling and Servicing Agreement, the Owner Trustee shall cause execute, authenticate and deliver Certificates representing the entire undivided beneficial a 100% ownership interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or JPMorgan Chase Bank, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts Secured Notes to the Trust pursuant to the Receivables Transfer Trust Sale and Administration Agreement, the CARAT Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar CARAT Owner Trustee or [ ], as the Certificate RegistrarCARAT Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently On the Closing Date, concurrently with the sale of the Receivables and related Contracts other assets to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit EXHIBIT A, executed by the Certificate Registrar Owner Trustee [or ______________, as the Certificate Registrar’s Owner Trustee's authenticating agent], by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with -------------------------------------- the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit EXHIBIT A, executed by the Certificate Registrar Owner Trustee or Bankers Trust Company, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. The authenticating agent shall initially be The Bank of New York. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Initial Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. ____________________ is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the Depositor. No . (b) The Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication.

Execution, Authentication and Delivery. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the Depositor. No . (b) The Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Certificate Registrar Owner Trustee or the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the [Initial] Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Agreement, the Owner Trustee shall cause Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently On the -------------------------------------- Closing Date, concurrently with the sale of the Receivables and related Contracts other assets to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee --------- or the Certificate Registrar’s authenticating agentAdministrator, as the Owner Trustee's Authenticating Agent, or an agent of the Owner Trustee, by manual or facsimile signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or [___], as the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Initial Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. _____________________________ is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller. Such Certificate shall be issued to and held by the Seller, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Deutsche Bank Trust Company Americas, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. The authenticating agent shall initially be Chase Manhattan Bank. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by Bankers Trust Company as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently -------------------------------------- with the sale of the Initial Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Pooling and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Chemical --------- Bank, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale Agreement, the Owner Trustee shall cause [two] Certificates representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company action by the Depositor. Such Certificate[s] shall be issued to and held by [the Depositor, as the initial Certificateholder]. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or the Certificate RegistrarOwner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Initial Contracts to the Trust pursuant to the Receivables Transfer Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates representing in an aggregate principal amount equal to the entire undivided beneficial interest in the Trust initial Certificate Balance to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee, or by the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. The Bank of New York is hereby appointed as the Owner Trustee's authenticating agent.

Execution, Authentication and Delivery. Concurrently with the sale of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a single Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the DepositorSeller, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the DepositorSeller. Such Certificate shall be issued to and held by the Seller, as the initial Certifiateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Certificate Registrar Owner Trustee or Deutsche Bank Trust Company Americas, as the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Execution, Authentication and Delivery. Concurrently (a) On the Initial Closing Date, concurrently with the sale initial sale, transfer and assignment of the Receivables and related Contracts to the Trust pursuant to the Receivables Transfer Trust Sale and Servicing Agreement, the Owner Trustee shall cause Certificates a Certificate representing the entire undivided beneficial interest in the Trust to be executed on behalf of the Trust, authenticated by the Certificate Registrar and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, president or any vice president, secretary or any assistant secretary without further limited liability company corporate action by the Depositor. No . (b) The Certificate shall neither entitle its holder to any benefit under this Agreement, or shall nor be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit AB, executed by the Certificate Registrar Owner Trustee or the Certificate Registrar’s Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such the Certificate shall have been duly authenticated and delivered hereunder. All Certificates The Certificate shall be dated the date of their its authentication. [Authenticating Agent] is hereby appointed as the Owner Trustee's authenticating agent.