Common use of Authentication and Delivery of Notes Clause in Contracts

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.18 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The initial Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentAgent on the Closing Date, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order A Trust Request authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyIssuing Entity. (ec) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (hd) An executed counterpart of the Trust Agreement. (e) A copy of a letter from each of the Rating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (f) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Company may deliver Notes shall be of any series executed by an Authorized Officer of the Owner Trustee or on behalf of the Issuer and delivered Company to the Authenticating Agent Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Notes to or upon the same order of the Company (contained in the Authentication Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as specified by the Authentication Order. In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be authenticated entitled to receive, and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following(subject to Section 7.01) shall be fully protected in relying upon: (a) An Issuer Company Order authorizing the execution, requesting such authentication and setting forth delivery of instructions if the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is are not to be determined) of such Notes delivered to be authenticated and delivered.the Company (an “Authentication Order”); and (b) An Issuer Order authorizing an Officer’s Certificate of the execution Company and delivery of this Indenture. (c) One or more Opinions an Opinion of Counsel addressed each stating in addition to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in 13.05 that the form or forms and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery terms of the Notes have been complied with; established in conformity with this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith determines that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Notes, this Indenture or otherwise. Each Note shall be dated the date of its authentication. The Company shall execute and the Trustee shall, in accordance with this Section with respect to the Notes of a series, authenticate and deliver one or more Global Notes that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued and not yet cancelled, (ii) shall be registered in the Issuer is name of the owner Depositary for such Global Note or Notes or the nominee of each Mortgage Loansuch Depositary, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) shall be delivered by the information set forth in the Mortgage Loan Schedule attached as Schedule I Trustee to this Indenture is correct; such Depositary or pursuant to such Depositary’s instructions and (iv) the Issuer has Granted shall bear a legend substantially to the Indenture Trustee all following effect: “Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its rightdesignation and at all times while it serves as Depositary, title be a clearing agency registered under the Exchange Act and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, any other applicable statute or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencyregulation. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Indenture Trustee by the manual signature of any Authorized Officer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One or more Opinions of Counsel addressed The Indenture Trustee shall have the right to decline to authenticate and deliver the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Notes under this Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and 2.2 if the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to after receipt of an Opinion of Counsel, determines that such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created action may not lawfully be taken by the Indenture against, any liens Issuer or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and or if the Note Insurer at the Closing Date Indenture Trustee in good faith by its Board of Directors, board of Indenture Trustees, executive committee, a trust committee of directors or Indenture Trustees or Responsible Officer shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying determine that such action does not comply with the requirements provisions of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result or any document or instrument delivered in any breach of any of the terms, conditions or provisions ofconnection herewith, or constitute a default under, could expose the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument Indenture Trustee to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating personal liability. Prior to the authentication and delivery of the Notes have been complied with;Notes, the Indenture Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required hereunder. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any such interest Note shall have been authenticated and delivered hereunder but never issued or participation has been assignedsold by the Issuer, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted shall deliver such Note to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) for cancellation as of the Closing Date, no lien in favor of the United States described provided in Section 6321 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the CodeIssuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging be entitled to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer Subject to Section 2.5, at the time of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture., Funding Corp. shall deliver Notes executed by Funding Corp. to the Trustee for authentication, together with a Funding Corp. Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Funding Corp. Order without any further action by Funding Corp. No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of one of its Responsible Officers or any Authorized Officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: (ca) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officeran Officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that:Funding Corp. (i) certifying as to resolutions of the Issuer is not in Default under Board of Directors of Funding Corp. authorizing this Indenture and the issuance of the Notes will not result in any breach of any of the termsNotes, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and (ii) certifying that all conditions precedent provided in under this Indenture relating to the Trustee's authentication and delivery of the Notes have been complied with, and (iii) certifying as to the incumbency of the persons named in such certificate; (b) an Opinion of Counsel to the effect that (i) the Indenture and the Notes have been duly authorized, executed and delivered by Funding Corp., and (ii) the Issuer is Notes, when authenticated and made available for delivery by the owner of each Mortgage Loan, free Trustee and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth issued by Funding Corp. in the Mortgage Loan Schedule attached manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of Funding Corp., enforceable against Funding Corp. in accordance with their terms, except as Schedule I (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and remedies generally, and (B) is subject to this Indenture is correct; general principles of equity (iv) the Issuer has Granted to the Indenture Trustee all regardless of its right, title and interest whether considered in each Mortgage Loan; (v) as of the Closing Date, no lien a proceeding in favor of the United States described in Section 6321 of the Code, equity or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuerat law); and (vic) attached thereto is a true such other documents and correct copy of letters signed by each Rating Agency confirming that evidence with respect to Funding Corp. as the Notes Trustee may reasonably request. Notwithstanding the foregoing, if any Note shall have been rated authenticated and delivered hereunder but never issued and sold by Funding Corp., Funding Corp. shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 15.6 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by Funding Corp., and thereafter for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication At any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with an Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. (b) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.04 hereof, executed by the Trustee by the manual signature of any Authorized Officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.02 if the Trustee determines that such action may not lawfully be taken by the Company or more Opinions of Counsel addressed to the Authenticating Agent and Trustee or if the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying Trustee in good faith with appropriate authority shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required hereunder or it may request in order to provide it with assurances that all action necessary in connection herewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Company, and the Company shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.17 together with a written statement (iiiwhich need not comply with Section 13.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Company, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication At any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture TrusteeCompany may deliver Global Notes or Definitive Notes, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth aboveinterest coupons, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created any series executed by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered Company to the Indenture Trustee for authentication by the Indenture Trustee together with an Issuance Order for the authentication and delivery of such Notes, and the Note Insurer at the Closing Date Indenture Trustee shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Trustee as to the authentication and delivery of Notes may be given on behalf of the Notes have been complied with; (ii) Company by any Person designated in such Company Order, and the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in Indenture Trustee may conclusively rely on any such Mortgage Loan (or, instructions as if any given by the Company until such interest or participation has been assigned, it has been released) and has the right to Grant each authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached other procedures as Schedule I to this Indenture is correct; (iv) the Issuer has Granted shall be acceptable to the Indenture Trustee all for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or forms or terms of the Notes of the series have been established by or pursuant to one or more Court Resolutions, supplemental indentures or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Indenture Trustee shall be entitled to receive upon its rightrequest, title and interest (subject to Section 7.01) shall be fully protected in each Mortgage Loanrelying upon, an Opinion of Counsel stating: (1) that such form or forms have been established in conformity with the provisions of this Indenture; (v2) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Codethat such terms have been, or lien in favor the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the Pension Benefit Guaranty Corporation described provisions of this Indenture, subject, in Section 4068(a) the case of the Employee Retirement Income Security Act Notes of 1974a series offered in a Periodic Offering, as amended, has been filed as described to any conditions specified in subsections 6323(f) and 6323(g) such Opinion of the Code upon any property belonging to the IssuerCounsel; and (vi3) attached thereto that such Notes, when authenticated and delivered by the Indenture Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a true series offered in a Periodic Offering, the Indenture Trustee may rely, as to the authorization by the Company of any of such Notes, the form or forms and correct copy terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of letters signed Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 of this Section, as applicable, in connection with the first authentication of such series. Notwithstanding any contrary provision of this Section 2.06 and in lieu of receiving or being required to request from the Company the receipt of the Opinion of Counsel contemplated by this Section 2.06 in connection with each Rating Agency confirming series of the Notes, the Trustee shall be entitled to conclusively rely and shall be fully protected in relying upon the Opinion or Opinions of Counsel for the Company delivered to the Trustee upon commencement of and upon any increase in the size of the Company's Program and upon commencement of and upon any increase in the size of a new program for the issuance of Notes, as to the due authorization by the Company of and the legality, validity, binding effect and enforceability of the Notes of all series. The Indenture Trustee shall have the right to decline to authenticate and deliver such Notes under this Section 2.06 if the Indenture Trustee has obtained an Opinion of Counsel reasonably acceptable to the Company to the effect that the issue of such Note pursuant to this Indenture will adversely affect the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise or expose the Indenture Trustee to an unreasonable risk of personal liability. (b) Having received from the Company the documents referred to in Sections 2.02(b) and 2.06(a) (to the extent applicable), including the Issuance Order for the authentication and delivery of such Notes, on or before 10:00 A.M., The City of New York time, on the Issuance Date in relation to such Notes (unless otherwise agreed by the parties), the Indenture Trustee shall authenticate and deliver the relevant Global Note to the relevant custodian for DTC and/or any other relevant Clearing System or otherwise in accordance with such Clearing System's procedures. The Registrar shall give instructions to DTC and/or any other relevant Clearing System to credit Notes represented by a Global Note registered in the name of a nominee for such Clearing System, to the Registrar's distribution account and to hold each such Note to the order of the Company pending delivery to the purchasing agent(s) on a delivery against payment basis (or on such other basis as shall have been rated agreed between the Company and the purchasing agent(s) and notified to the Registrar) in accordance with the normal procedures of DTC or such other Clearing System, as the case may be, and, following payment (unless otherwise agreed by the parties), to debit the Notes represented by such Global Note to such securities account(s) as shall have been notified in writing to the Registrar by the Company. The Indenture Trustee shall on the Issuance Date in respect of such Notes, and upon receipt of funds from the purchasing agent(s), transfer, or cause to be transferred, the proceeds of issue (net of any applicable commissions, fees or like amounts specified in writing by the Company) to or as directed by the Company. It is understood that the preceding two sentences are applicable only to Periodic Offerings. If no such securities account(s) shall have been specified, or such Notes are not intended to be cleared through any Clearing System, the Registrar shall authenticate and make available at its specified office on the Issuance Date in respect of the Notes the relevant Global Note or the relevant Definitive Notes, as the case may be, duly executed and made available to the Registrar by the Company. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate of Authentication substantially in the highest rating category form provided for in Section 2.06(e) (the "Certificate of Authentication"), executed by the Indenture Trustee by manual signature of one of its authorized signatories, and such Rating AgencyCertificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (e) An executed counterpart The Certificate of Authentication shall be in substantially the following form: This is one of the Servicing Agreement. (f) An executed counterpart Notes of The Governor and Company of the Mortgage Loan Sale Agreement. (g) An executed counterpart Bank of Ireland referred to in the within-mentioned Indenture. Dated: The Bank of New York, as Indenture Trustee By:_______________________________ authorized signatory In case any authorized signatory of the Mortgage Loan Contribution Agreement. (h) An executed counterpart Indenture Trustee who shall have signed any of the Trust AgreementNotes shall cease to be such authorized signatory before the Note so signed shall be delivered by the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be delivered or disposed of as though the person who signed such Note had not ceased to be such authorized signatory of the Indenture Trustee. In addition, any Note may be signed on behalf of the Indenture Trustee by such persons as, at the actual date of the execution of such Note, shall be authorized signatories of the Indenture Trustee, although at the date of the execution of this Indenture any such person was not such an authorized signatory. In authenticating Notes hereunder, the Indenture Trustee shall be entitled to conclusively assume that any Note authenticated by it has been duly executed on behalf of, and is a legal, valid, binding and enforceable obligation of, the Company and is entitled to the benefits of this Indenture.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An The Issuer Order authorizing the execution, authentication and delivery may deliver Notes of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created any Series executed by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered Issuer to the Indenture Trustee for authentication together with the applicable documents referred to below in this Section, and the Note Insurer at Indenture Trustee shall thereupon authenticate and deliver such Notes to, upon the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositorwritten order, an Officers' Certificate of the Issuer complying with (contained in the requirements Issuer Order referred to below in this Section). The maturity date, original issue date, interest rate and any other terms of Section 11.01 the Notes of such Series shall be determined by or pursuant to such Issuer Order and stating thatprocedures. In authenticating such Notes and accepting the express responsibilities under this Indenture in relation to such Notes, the Indenture Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Issuer is Notes are not to be delivered to the Issuer; (ii) (A) any Board Resolution, Officer’s Certificate, and/or executed Indenture Supplement referred to in Default under this Indenture Sections 2.01 and 2.03 by or pursuant to which the issuance forms and terms of the Notes will not result in any breach of any were established and (B) the Transaction Documents corresponding to such Series, executed by each party thereto; (iii) an Officer’s Certificate (A) setting forth the form or forms and terms of the terms, conditions Notes stating that the form or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, forms and that all conditions precedent provided in this Indenture relating to the authentication and delivery terms of the Notes have been complied established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, (B) affirming that all conditions and requirements set forth in each Transaction Document have been satisfied, (C) such issuance is in compliance with; (ii) , and will not conflict with or violate the Issuer is the owner of each Mortgage Loanterms of, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if applicable, cause an Event of Default under this Indenture or any Indenture Supplement thereto or an Early Amortization Event under any Transaction Document delivered in connection with any of the foregoing, (D) such interest or participation has been assignedissuance does not have a Material Adverse Effect, it has been releasedand (E) and has the right to Grant each covering such Mortgage Loan to other matters as the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct;Trustee may reasonably request; and (iv) at the Issuer has Granted option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Indenture Trustee all from counsel permitting it to rely on an Opinion of its rightCounsel, title and interest in each Mortgage Loan;substantially to the effect that: (vA) as the forms of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated duly authorized and established in conformity with the highest rating category provisions of such Rating Agency.this Indenture; (eB) An when the Notes have been executed counterpart by the Issuer and the Notes have been authenticated by the Indenture Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will have been duly issued under this Indenture and will be valid and legally binding obligations of the Servicing Agreement. (f) An executed counterpart Issuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.this Indenture; and

Authentication and Delivery of Notes. The initial Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentAgent on the Closing Date, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order A Trust Request authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vic) attached thereto is a true An executed counterpart of the Sale and correct copy Servicing Agreement. (d) An executed counterpart of letters signed by each Rating Agency confirming that of the Notes have been rated in the highest rating category of such Rating AgencyHedge Agreements. (e) An executed counterpart of the Servicing Trust Agreement. (f) An executed counterpart A copy of a letter from each of the Mortgage Loan Sale AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (g) An executed counterpart Evidence of the Mortgage Loan Contribution Agreement. (h) An executed counterpart establishment of the Trust AgreementAccounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.18 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing Subject to the executionprovisions of this Article 2, authentication any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer in accordance with Section 2.12 to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, and upon receipt of an Officer’s Certificate and Opinion of Counsel. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right, but not the obligation, to decline to authenticate and deliver the Notes under this Section 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions of Counsel addressed to the Authenticating Agent and Trustee or if the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying Trustee in good faith determines that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; (iii) the information set forth Trustee for cancellation as provided in the Mortgage Loan Schedule attached as Schedule I to Section 2.18 for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer Subject to Section 2.3, at any time and delivered from time to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Company may deliver Notes of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Company Order, without any further action by the Company. No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 8.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Notes of such series; (b) an Officers’ Certificate of the Company (i) certifying as to Board Resolutions of the Company by or pursuant to which the terms of the Notes of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee’s authentication and delivery of such Notes have been complied with and (iii) certifying that the terms of the Notes of such series are not inconsistent with the terms of this Indenture as then and theretofore supplemented; (c) One or more Opinions an Opinion of Counsel addressed to the Authenticating Agent effect that (i) the form or forms and the Note Insurer or upon which the Authenticating Agent terms of such Notes have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and the Note Insurer is expressly permitted to rely, complying 2.3 in conformity with the requirements provisions of Section 11.01this Indenture and (ii) the Notes of such series, reasonably satisfactory when authenticated and made available for delivery by the Trustee and issued by the Company in form the manner and substance subject to the Authenticating Agent any conditions specified in such Opinion of Counsel, will constitute legal, valid and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates binding obligations of the IssuerCompany, enforceable against the Owner TrusteeCompany in accordance with their terms, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion except as to enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the existence of, or the priority enforcement of the security interest created by the Indenture against, any liens or other interests that arise by operation of law creditors’ rights and that do not require any filing or similar action in order to take priority over a perfected security interest or remedies generally and (B) the priority is subject to general principles of the security interest created by this Indenture with respect to any claim equity (regardless of whether enforceability is considered in a proceeding in equity or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974at law). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy.; and (d) Pursuant such other documents and evidence with respect to the authorization of Company as the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it Trustee may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating reasonably request. Prior to the authentication and delivery of a series of Notes, the Notes have been complied with; (ii) Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the Issuer is related Series Supplemental Indenture. Notwithstanding the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Company, and the Company shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.12 together with a written statement (iiiwhich need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Company, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may from time to time be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Notes Issuer and specifying the Classes, the Final Maturity DateDate of each Class, the principal amount and the Note Class Interest Rate (or and the manner in which method of determining such Note Class Interest Rate is to be determined) Rate, of each Class of such Notes to be authenticated and delivered.; (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes and to issue such Notes, and the Note Insurer or upon which Issuer has duly taken all necessary action under the Authenticating Agent Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the Note Insurer is expressly permitted to relyrelated Terms Supplement, complying with as executed and delivered by the requirements of Section 11.01Issuer, reasonably satisfactory in form are the valid, legal and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates binding obligations of the Issuer, enforceable in accordance with their terms, subject to the Owner Trusteeeffect of bankruptcy, the Servicer insolvency, reorganization, moratorium, fraudulent conveyance and the Indenture Trustee, without independent confirmation other similar laws relating to or verification affecting creditors' rights generally and court decisions with respect to factual matters relevant to such opinions. In rendering the opinions set forth abovethereto, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (Avi) the existence ofTrust Agreement authorizes the Issuer to Grant the Indenture Trust Estate to the Indenture Trustee as security for the Notes; (vii) the Terms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Notes and all proceeds therefrom and the Pledged Accounts or Funds for such Notes to the lien and security interest of this Indenture; (viii) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Notes, with either the details of such action being recited therein, or the priority absence of the any such action being necessary to make such lien and security interest created by effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Indenture againstTerms Supplement for such Notes, any liens or other interests indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that arise by operation will, in the opinion of law such counsel, be required to maintain the lien and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Notes until April 30 of the year in which the first Opinion of Counsel with respect to any claim such Notes is required to be delivered under Section 3.6 being described therein; (ix) this Indenture and the Terms Supplement for such Notes have been duly qualified under the TIA, or lien in favor that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the United States Terms Supplement for such Notes requires the requalification of this Indenture under the TIA, or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV that no requalification of the Employee Retirement Income Security Act of 1974). The acceptability to Indenture under the Note Insurer TIA is necessary by virtue of the Opinion execution of Counsel delivered to such Terms Supplement; and (x) no authorization, approval or consent of any governmental body having jurisdiction over the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced Issuer which has not been obtained by the Issuer is required for the valid issuance and delivery on the Closing Date of the Insurance PolicyNotes, except such as may be required by the blue sky laws of any jurisdiction in connection with the sale and distribution of the Notes for which no opinion need be given. (dc) Pursuant to the authorization of the Depositor, an Officers' Officer's Certificate of the Administrator on behalf of the Issuer complying with stating substantially to the requirements of Section 11.01 and stating effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes then applied for; (ii) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with;; and (iiiv) the Issuer is the beneficial owner of each Mortgage Loan, free and clear of any lien, security interest or chargeFinanced Student Loan securing such Notes, has not assigned any interest or participation in any such Mortgage Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Financed Student Loan to the Indenture Trustee;. (iiid) Unless any of the information requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Notes: (i) satisfy each of the requirements established for such Financed Student Loans in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuerrelated Terms Supplement; and (viii) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated endorsed as provided in the highest rating category of such Rating Agency.Transfer and Servicing Agreement; (e) An executed counterpart Cash in the amount, if any, required by the terms of the Servicing Agreement.related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (f) An executed counterpart Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other assets specified in or permitted by the related Terms Supplement in the respective amounts, if any, required by the terms of the Mortgage Loan Sale Agreement.related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (g) An executed counterpart of the Mortgage Loan Contribution Agreement.Terms Supplement; and (h) An executed counterpart Such other documents, certificates, instruments or opinions as may be reasonably required by the terms of the Trust AgreementTerms Supplement creating such Notes.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Indenture Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officer's Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAsset, has not assigned any interest or participation in any such Mortgage Loan Asset (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Asset to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Mortgage Asset; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title title, and interest in each Mortgage LoanAsset Granted to the Indenture Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Mortgage Assets to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A Notes have been rated "[___]" by [Rating Agencies], the Class M-1 Notes have been rated "[__]" by [Rating Agencies], the Class M-2 Notes have been rated "[__]" by [Rating Agencies] and the Class B Notes have been rated "[___]" by [Rating Agencies]; and (vi) each of the Mortgage Assets satisfies the requirements of subsection (c) below; (c) all of the Mortgage Assets and all Mortgage Asset Documents (except that (A) in lieu of delivering the Mortgage Asset Documents for any Mortgage Asset which has been the subject of a Full Prepayment received by either Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officer's Certificate from the applicable Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Mortgage Asset Documents for any Mortgage Asset with respect to which foreclosure proceedings have been commenced and such Mortgage Asset Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Indenture Trustee's review of such Mortgage Asset Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Mortgage Assets: (i) shall have an Aggregate Principal Balance at least equal to $[___________] as of the Cut-Off Date, and (ii) shall satisfy each of the representations and warranties with respect to such Mortgage Assets set forth in Section 3.11 of this Indenture; (d) executed counterparts of the Servicing Agreements and an executed counterpart of the Standby Servicing Agreement; (e) Officer's Certificates from the Servicers, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Initial Mortgage Assets due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Initial Mortgage Asset (including any related payment of interest) received by the Servicers after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Indenture Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreements, or lien setting forth (i) the amount which represents a Full Prepayment received by the Servicers after the Cut-Off Date but more than five Business Days prior to the Closing Date and (ii) the aggregate amount so remitted; (f) a letter, addressed to the Indenture Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards), including randomly selecting a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Initial Mortgage Assets, and comparing the Mortgage Asset number, the total number of Monthly Payments to be made under the Mortgage Asset during its term, the total finance charge over the term of the Employee Retirement Income Security Act of 1974related Account Note or Mortgage Note, as amendedMonthly Payment, has been filed as described amount financed and the original principal balance set forth in subsections 6323(f) and 6323(g) of the Code upon any property belonging related Mortgage Asset Documents to the Issuercorresponding item in the Schedule of Mortgage Assets; and (vi2) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming based upon the above-specified procedures, such firm has determined that they are 95% confident that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart particular attributes of the Mortgage Loan Sale AgreementAssets tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Mortgage Assets attached hereto for more than 3% of all of the Mortgage Assets. (g) An executed counterpart cash in the amount equal to the amount, if any, required to be remitted to the Indenture Trustee pursuant to Section 2.08 of the Mortgage Loan Contribution Agreement.Servicing Agreements (as indicated by the Officer's Certificates from the Servicers delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with Section 8.02; (h) An an executed counterpart copy of the Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bonds required pursuant to Section 4.05 of the Servicing Agreements; and (l) an Opinion of Counsel in the form required by the underwriting agreement among Mid-State Homes, Inc. and [Underwriters].

Authentication and Delivery of Notes. The Notes shall of any one or more Series may from time to time be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Notes Issuer and specifying the Series, the Classes within such Series, the Final Maturity DateDate of each Class, the principal amount and the Note Class Interest Rate (or and the manner in which method of determining such Note Class Interest Rate is to be determined) Rate, of each Class of such Notes to be authenticated and delivered.; (b) An in case the Notes to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Supplement, accompanied by (i) the written consent of the Surety Provider as to the issuance of such Series and the form of such Terms Supplement, and (ii) an Issuer Order authorizing such Terms Supplement (and, in the execution case of the first Series to be authenticated and delivery delivered hereunder, authorizing this Indenture), designating the new Series to be created and prescribing, consistent with the applicable provisions of this Indenture., the terms and provisions relating to the Notes of such Series; (c) One or more Opinions of Counsel addressed to the Authenticating Agent Indenture Trustee and the Note Insurer or upon which Surety Provider, and to the Authenticating Agent and effect that: (i) all instruments furnished to the Note Insurer is expressly permitted Indenture Trustee in connection with such Notes conform to rely, complying with the requirements of Section 11.01, reasonably satisfactory this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes then applied for; (ii) all conditions precedent provided for in form and substance this Indenture relating to the Authenticating Agent authentication and delivery of the Notes applied for have been complied with; (iii) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Terms Supplement relating to such Notes (and, in the case of the first Series to be authenticated and delivered hereunder, this Indenture), and to issue such Notes, and the Note Insurer. In rendering Issuer has duly taken all necessary action under the opinions set forth aboveTrust Agreement for those purposes; (iv) the Issuer is a __________ business trust and the issuance of the Notes then applied for is in conformity with the terms of and duly authorized by the Trust Agreement; (v) assuming due execution and delivery thereof by the Indenture Trustee, such counsel may rely upon officer's certificates this Indenture and the related Terms Supplement, as executed and delivered by the Issuer, are the valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, subject to the Owner Trusteeeffect of bankruptcy, the Servicer insolvency, reorganization, moratorium, fraudulent conveyance and the Indenture Trustee, without independent confirmation other similar laws relating to or verification affecting creditors' rights generally and court decisions with respect to factual matters relevant to such opinions. In rendering the opinions set forth abovethereto, and such counsel need express no opinion as with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (Avi) the existence ofNotes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, equally and ratably with all other Notes of such Series, if any, theretofore issued, authenticated, delivered and paid for and then Outstanding hereunder, and enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (vii) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan; (viii) the Trust Agreement authorizes the Issuer to Grant the Indenture Trust Estate to the Indenture Trustee as security for the Notes of such Series and all previously issued and Outstanding Series and the Issuer has taken all necessary action under the Trust Agreement to Grant the Indenture Trust Estate to the Indenture Trustee; (ix) the Terms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Series and all previously issued and Outstanding Series and all proceeds therefrom and the Pledged Accounts or Funds for such Series and all previously issued and Outstanding Series to the lien and security interest of this Indenture; (x) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Series and all previously issued and Outstanding Series, with either the details of such action being recited therein, or the priority absence of the any such action being necessary to make such lien and security interest created by effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Indenture againstTerms Supplement for such Series, any liens or other interests indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that arise by operation will, in the opinion of law such counsel, be required to maintain the lien and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Series and all previously issued and Outstanding Series until March 15 of the year in which the first Opinion of Counsel with respect to any claim such Series is required to be delivered under Section 3.6 being described therein; (xi) this Indenture and the Terms Supplement for such Series have been duly qualified under the TIA, or lien in favor that no qualification of such Terms Supplement under the TIA is necessary; the execution of the United States Terms Supplement for such Series requires the requalification of this Indenture under the TIA, or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV that no requalification of the Employee Retirement Income Security Act of 1974). The acceptability to Indenture under the Note Insurer TIA is necessary by virtue of the Opinion execution of Counsel delivered to such Terms Supplement; and (xii) no authorization, approval or consent of any governmental body having jurisdiction over the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced Issuer which has not been obtained by the Issuer is required for the valid issuance and delivery on the Closing Date of the Insurance PolicyNotes. (d) Pursuant to the authorization of the Depositor, an Officers' Officer's Certificate of the Administrator on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture or the Insurance Agreement and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or Agreement, the Insurance Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (ii) the Issuer is the owner of each Mortgage Loan, free Financed Student Loan securing such Series and clear of any lien, security interest or chargepreviously issued Series, has not assigned any interest or participation in any such Mortgage Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Financed Student Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title title, and interest in each Mortgage such Financed Student Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (viiv) attached thereto is a are true and correct copy copies of letters signed by each Rating Agency confirming that the Notes of such new Series have been rated in the highest rating category of categories by such Rating Agency. (e) An executed counterpart Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Series and all previously issued and Outstanding Series: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement and the Insurance Agreement; and (ii) have been endorsed as provided in the Sale and Servicing Agreement.; (f) Cash in the amount, if any, required by the terms of the related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with the terms hereof or as otherwise provided in the related Series Supplement; (g) Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other assets specified in or permitted by the related Terms Supplement in the respective amounts, if any, required by the terms of the related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) If such Series is directly insured, guaranteed or otherwise backed, the Note Surety Bond for such Series; (i) An executed counterpart of the Mortgage Loan Sale Agreement.Terms Supplement; and (gj) An executed counterpart Such other documents, certificates, instruments or opinions as may be required by the terms of the Mortgage Loan Contribution AgreementTerms Supplement creating such Series of Notes. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.17 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing Subject to the executionprovisions of Section 2.1(a), authentication any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; (iii) the information set forth Trustee for cancellation as provided in the Mortgage Loan Schedule attached as Schedule I to Section 2.18 for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officers' Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Mortgage Loan Schedule attached as Schedule I of Accounts to this Indenture is correct; (ivv) attached thereto are true and correct copies of letters signed by the Issuer has Granted to Rating Agencies confirming that the Indenture Trustee all Class A-1 Notes have been rated AAA by S&P and Aaa by ▇▇▇▇▇'▇, the Class A-2 Notes have been rated at least AA by S&P and Aa2 by ▇▇▇▇▇'▇, the Class A-3 Notes have been rated at least A by S&P and A2 by ▇▇▇▇▇'▇ and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by ▇▇▇▇▇'▇; and (vi) each of its right, title and interest in each Mortgage Loanthe Accounts satisfies the requirements of subsection (c) below; (vc) all of the Accounts (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $[ ] as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, or lien addressed to the Trustee and complying with the requirements of Section 11.01, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of 1974Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, as amended, such firm has been filed determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in subsections 6323(fparagraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and 6323(gdeposited in the Collection Account and held by the Trustee and applied in accordance with Section 8.02; (h) an executed copy of the Code upon any property belonging to Purchase and Sale Agreement; (i) an executed copy of the IssuerTrust Agreement; (j) an executed copy of the Holding Account Agreement; and (vik) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart fidelity bond required pursuant to Section 4.05 of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Company may deliver Notes shall be of any series executed by an Authorized Officer of the Owner Trustee or on behalf of the Issuer and delivered Company to the Authenticating Agent Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Notes to or upon the same order of the Company (contained in the Authentication Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as specified by the Authentication Order. In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be authenticated entitled to receive, and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following(subject to Section 7.01) shall be fully protected in relying upon: (a) An Issuer Company Order authorizing the execution, requesting such authentication and setting forth delivery of instructions if the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is are not to be determined) of such Notes delivered to be authenticated and delivered.the Company (an “Authentication Order”); and (b) An Issuer Order authorizing an Officer’s Certificate of the execution Company and delivery of this Indenture. (c) One or more Opinions an Opinion of Counsel addressed each stating in addition to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in 13.05 that the form or forms and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery terms of the Notes have been complied with; established in conformity with this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith determines that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Notes, this Indenture or otherwise. Each Note shall be dated the date of its authentication. The Company shall execute and the Trustee shall, in accordance with this Section with respect to the Notes of a series, authenticate and deliver one or more Global Notes that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued and not yet cancelled, (ii) shall be registered in the Issuer is name of the owner Depositary for such Global Note or Notes or the nominee of each Mortgage Loansuch Depositary, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) shall be delivered by the information set forth in the Mortgage Loan Schedule attached as Schedule I Trustee to this Indenture is correct; such Depositary or pursuant to such Depositary’s instructions and (iv) the Issuer has Granted shall bear a legend substantially to the Indenture Trustee all following effect: “Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its rightdesignation and at all times while it serves as Depositary, title be a clearing agency registered under the Exchange Act and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, any other applicable statute or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencyregulation. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.04 hereof, executed by the Trustee by the manual signature of any Authorized Officer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.02 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have been complied with;Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required hereunder. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.17 together with a written statement (iiiwhich need not comply with Section 12.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officers' Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Mortgage Loan Schedule attached as Schedule I of Accounts to this Indenture is correct; (ivv) attached thereto are true and correct copies of letters signed by the Issuer has Granted to Rating Agencies confirming that the Indenture Trustee all Class A-1 Notes have been rated [AAA by S&P] [Aaa by ▇▇▇▇▇'▇][AAA by DCR][AAA by Fitch], the Class A-2 Notes have been rated at least [AA by S&P][Aa2 by ▇▇▇▇▇'▇][AA by DCR][AA by Fitch], the Class A-3 Notes have been rated at least [A by S&P][A2 by ▇▇▇▇▇'▇][A by DCR][A by Fitch] and the Class A-4 Notes have been rated at least [BBB by S&P][Baa2 by ▇▇▇▇▇'▇][BBB by DCR][BBB by Fitch]; and (vi) each of its right, title and interest in each Mortgage Loanthe Accounts satisfies the requirements of subsection (c) below; (vc) all of the Accounts (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts shall have an aggregate Economic Balance at least equal to $[ ] as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, or lien addressed to the Trustee and complying with the requirements of Section 11.01, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of 1974Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, as amended, such firm has been filed determined that: (A) they are [95%] confident that the particular attributes of the Accounts tested by them as described in subsections 6323(fparagraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than [3%] of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and 6323(gdeposited in the Collection Account and held by the Trustee and applied in accordance with Section 8.02; (h) an executed copy of the Code upon any property belonging to Purchase and Sale Agreement; (i) an executed copy of the IssuerTrust Agreement; (j) an executed copy of the Holding Account Agreement; and (vik) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart fidelity bond required pursuant to Section 4.05 of the Servicing Agreement.; and (fl) An executed counterpart an opinion of Counsel in the Mortgage Loan Sale Agreementform required by the underwriting agreement among Mid-State Homes, Inc., ▇▇▇▇▇▇ Industries, Inc. and the underwriter[s] named therein. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication At any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Company may deliver one or more Notes executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Company (contained in the Company Order referred to below in this Section 2.4) or pursuant to such procedures as may be specified from time to time by a Company Order. Such Company Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form and terms of such Notes. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: (c1) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set a Company Order requesting such authentication setting forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion instructions as to delivery (A) if the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do Notes are not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel be delivered to the Indenture Trustee Company) and the Note Insurer at the Closing Date shall be conclusively evidenced completion of any terms not set forth in such Notes as executed by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant Company or setting forth procedures as to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication such completion and delivery of the Notes have been complied with(a “Company Order”); (ii2) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as Resolutions of the Closing Date, no lien in favor Board of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) Directors and 6323(g) of the Code upon any property belonging to the Issuera Company Order; and (vi3) attached thereto is a true and correct copy an Opinion of letters signed by each Rating Agency confirming Counsel, prepared in accordance with Section 12.5, which shall also state (a) that the Notes have been rated duly authorized in conformity with the provisions of this Indenture; (b) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the highest rating category manner and subject to any conditions specified in such Opinion of Counsel, will have been duly executed and delivered and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to such Rating Agencymatters as counsel may therein specify; and (c) such other matters as the Trustee may reasonably request. (eb) An executed counterpart The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 if the Trustee (x) being advised by counsel, and after having consulted with counsel to the Company, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Servicing AgreementTrustee to personal liability to existing Holders, or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Officer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have been complied with;Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required hereunder. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.18 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officers' Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Mortgage Loan Schedule attached as Schedule I of Accounts to this Indenture is correct; (ivv) attached thereto are true and correct copies of letters signed by the Issuer has Granted to Rating Agencies confirming that the Indenture Trustee all Class A-1 Notes have been rated AAA by S&P and Aaa by ▇▇▇▇▇'▇, the Class A-2 Notes have been rated at least AA by S&P and Aa2 by ▇▇▇▇▇'▇, the Class A-3 Notes have been rated at least A by S&P and A2 by ▇▇▇▇▇'▇ and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by ▇▇▇▇▇'▇; and (vi) each of its right, title and interest in each Mortgage Loanthe Accounts satisfies the requirements of subsection (c) below; (vc) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $462,287,289 as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement and an executed counterpart of the Standby Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, or lien addressed to the Trustee and complying with the requirements of Section 11.01, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of 1974Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, as amended, such firm has been filed determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in subsections 6323(fparagraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and 6323(gdeposited in the Collection Account and held by the Trustee and applied in accordance with Section 8.02; (h) an executed copy of the Code upon any property belonging Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the IssuerServicing Agreement; and (vil) attached thereto is a true and correct copy an Opinion of letters signed by each Rating Agency confirming that the Notes have been rated Counsel in the highest rating category of such Rating Agency. (e) An executed counterpart form required by the underwriting agreement among Mid-State Homes, Inc., ▇▇▇▇▇▇ Industries, Inc. and ▇▇▇▇▇▇ Brothers Inc., as representative of the Servicing Agreementseveral underwriters named therein. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication At any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture TrusteeCompany may deliver Global Notes or Definitive Notes, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth aboveinterest coupons, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created any series executed by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered Company to the Indenture Trustee for authentication by the Indenture Trustee together with the applicable Pricing Supplement and an Issuance Order for the authentication and delivery of such Notes, and the Note Insurer at the Closing Date Indenture Trustee shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any Person designated in such Company Order, and the Indenture Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Indenture Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or forms or terms of the Notes of the series have been complied withestablished by or pursuant to one or more Board Resolutions, supplemental indentures or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Indenture Trustee shall be entitled to receive upon its request, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that such form or forms have been established in conformity with the provisions of this Indenture; (ii2) that such terms have been, or in the Issuer case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3) that such Notes, when authenticated and delivered by the Indenture Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or forms or terms have been so established, the Indenture Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the owner Indenture Trustee or if the terms of each Mortgage Loan, free and clear of any lien, security interest or charge, has such Notes are not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan administratively acceptable to the Indenture Trustee; (iii) . Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the information set forth Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to a Periodic Offering, the Indenture Trustee all may rely, as to the authorization by the Company of its rightany of such Notes, title the form or forms and interest terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 of this Section, as applicable, in each Mortgage Loan; (v) as connection with the first authentication of such series. Notwithstanding any contrary provision of this Section 2.06 and in lieu of receiving or being required to request the receipt of the Closing Date, no lien Opinion of Counsel contemplated by this Section 2.06 in favor connection with each series of the United States described Notes, the Trustee shall be entitled to conclusively rely and shall be fully protected in Section 6321 relying upon the Opinion or Opinions of Counsel for the Company delivered to the Trustee upon commencement of and upon any increase in the size of the CodeCompany's Program and upon commencement of and upon any increase in the size of a new program for the issuance of Notes, or lien in favor as to the due authorization by the Company of and the legality, validity, binding effect and enforceability of the Pension Benefit Guaranty Corporation described in Section 4068(a) Notes of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencyall series. (eb) An executed counterpart Having received from the Company the documents referred to in Sections 2.02(b) and 2.06(a) (to the extent applicable), including the Issuance Order for the authentication and delivery of such Notes, on or before 10:00 a.m. (New York time) on the Issuance Date in relation to such Notes (unless otherwise agreed by the parties), the Indenture Trustee shall authenticate and deliver the relevant Global Note to the relevant custodian for DTC and/or any other relevant Clearing System or otherwise in accordance with such Clearing System's procedures. The Registrar shall give instructions to DTC and/or any other relevant Clearing System to credit Notes represented by a Global Note registered in the name of a nominee for such Clearing System, to the Registrar's distribution account and to hold each such Note to the order of the Servicing AgreementCompany pending delivery to the purchasing agent(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Company and the purchasing agent(s) and notified to the Registrar) in accordance with the normal procedures of DTC or such other Clearing System, as the case may be and, following payment (unless otherwise agreed), to debit the Notes represented by such Global Note to such securities account(s) as shall have been notified in writing to the Registrar by the Company. The Indenture Trustee shall on the Issuance Date in respect of such Notes, and upon receipt of funds from the purchasing agent(s), transfer, or cause to be transferred, the proceeds of issue (net of any applicable commissions, fees or like amounts specified in writing by the Company) to or as directed by the Company. It is understood that the preceding two sentences are applicable only to Periodic Offerings. If no such securities account(s) shall have been specified, or the Notes are not intended to be cleared through any Clearing System, the Registrar shall authenticate and make available at its specified office on the Issuance Date in respect of the Notes the relevant Global Note or the relevant Definitive Notes, as the case may be, duly executed and made available to the Registrar by the Company. (fc) An executed counterpart Each Note shall be dated the date of the Mortgage Loan Sale Agreementits authentication. (gd) An executed counterpart The Indenture Trustee's certificate of authentication shall be in substantially the following form: This is one of the Mortgage Loan Contribution Agreement. (h) An executed counterpart Notes of Hartford Life Insurance Company referred to in the within-mentioned Indenture. Dated: JPMorgan Chase Bank, N.A. as Indenture Trustee By:________________________________ authorized officer In case any officer of the Trust AgreementIndenture Trustee who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be delivered by the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Indenture Trustee. In addition, any Note may be signed on behalf of the Indenture Trustee by such persons as, at the actual date of the execution of such Note, shall be authorized officers of the Indenture Trustee, although at the date of the execution of this Indenture any such person was not such officer. In authenticating Notes hereunder, the Indenture Trustee shall be entitled to conclusively assume that any Note authenticated by it has been duly executed on behalf of, and is a legal, valid, binding and enforceable obligation of, the Company and is entitled to the benefits of this Indenture.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing Subject to the executionprovisions of Section 2.01, authentication any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.04, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.03 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be reasonably required thereunder or it may reasonably request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; (iii) the information set forth Trustee for cancellation as provided in the Mortgage Loan Schedule attached as Schedule I to Section 2.18 for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is ------------------------------------ from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.18 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officers' Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Mortgage Loan Schedule attached as Schedule I of Accounts to this Indenture is correct; (ivv) attached thereto are true and correct copies of letters signed by the Issuer has Granted to Rating Agencies confirming that the Indenture Trustee all Class A-1 Notes have been rated AAA by S&P and Aaa by ▇▇▇▇▇'▇, the Class A-2 Notes have been rated at least AA by S&P and Aa2 by ▇▇▇▇▇'▇, the Class A-3 Notes have been rated at least A by S&P and A2 by ▇▇▇▇▇'▇ and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by ▇▇▇▇▇'▇; and (vi) each of its right, title and interest in each Mortgage Loanthe Accounts satisfies the requirements of subsection (c) below; (vc) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $462,287,289 as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, or lien addressed to the Trustee and complying with the requirements of Section 11.01, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of 1974Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, as amended, such firm has been filed determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in subsections 6323(fparagraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and 6323(gdeposited in the Collection Account and held by the Trustee and applied in accordance with Section 8.02; (h) an executed copy of the Code upon any property belonging Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the IssuerServicing Agreement; and (vil) attached thereto is a true and correct copy an Opinion of letters signed by each Rating Agency confirming that the Notes have been rated Counsel in the highest rating category of such Rating Agency. (e) An executed counterpart form required by the underwriting agreement among Mid-State Homes, Inc., ▇▇▇▇▇▇ Industries, Inc. and ▇▇▇▇▇▇ Brothers Inc., as representative of the Servicing Agreementseveral underwriters named therein. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication At any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required hereunder or it may request in order to provide it with assurances that all action necessary in connection herewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.18 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the information set forth in the Mortgage Loan Schedule attached as Schedule I to Issuer, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit E for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. In accordance with the Registration Rights Agreement, the Trustee will authenticate and make available for delivery Exchange Notes in exchange for Initial Notes. The Trustee shall authenticate Exchange Notes only for a principal amount not exceeding the principal amount of Initial Notes. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; (iii) the information set forth Trustee for cancellation as provided in the Mortgage Loan Schedule attached as Schedule I to Section 2.18 for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall of any one or more Series may from time to time be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Notes Issuer and specifying the Series, the Classes within such Series, the Legal Final Maturity Dateof each Class, the principal amount and the Note Class Interest Rate (or and the manner in which method of determining such Note Class Interest Rate is to be determined) Rate, of each Class of such Notes to be authenticated and delivered.; (b) An in case the Notes to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Supplement, accompanied by an Issuer Order authorizing such Terms Supplement (and, in the execution case of the first Series to be authenticated and delivery of delivered hereunder, authorizing this Indenture.), and designating the new Series to be created; (c) One or more Opinions of Counsel addressed to the Authenticating Agent Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes (and, in the case of the first Series to be authenticated and delivered hereunder, this Indenture) and to issue such Notes, and the Note Insurer or upon which Issuer has duly taken all necessary action under the Authenticating Agent Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the Note Insurer is expressly permitted to relyrelated Terms Supplement, complying with as executed and delivered by the requirements of Section 11.01Issuer, reasonably satisfactory in form are the valid, legal and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates binding obligations of the Issuer, enforceable in accordance with their terms, subject to the Owner Trusteeeffect of bankruptcy, the Servicer insolvency, reorganization, moratorium, fraudulent conveyance and the Indenture Trusteeother similar laws relating to or affecting creditors' rights generally, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Series of Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (Avi) such action has been taken with respect to delivery of possession of the existence ofIndenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Series, with either the details of such action being recited therein, or the priority absence of the any such action being necessary to make such lien and security interest created by effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Indenture againstTerms Supplement for such Series, any liens or other interests indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that arise by operation will, in the opinion of law such counsel, be required to maintain the lien and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Series until April 30 of the year in which the first Opinion of Counsel with respect to any claim such Series is required to be delivered under Section 3.6 being described therein; (vii) this Indenture and the Terms Supplement for such Series have been duly qualified under the TIA, or lien in favor that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the United States Terms Supplement for such Series requires the requalification of this Indenture under the TIA, or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV that no requalification of the Employee Retirement Income Security Act of 1974). The acceptability to Indenture under the Note Insurer TIA is necessary by virtue of the Opinion execution of Counsel delivered to such Terms Supplement; and (viii) no authorization, approval or consent of any governmental body having jurisdiction over the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced Issuer which has not been obtained by the Issuer is required for the valid issuance and delivery on the Closing Date of the Insurance PolicyNotes, except such as may be required by the blue sky laws of any jurisdiction in connection with the sale and distribution of the Notes, for which no opinion need be given. (d) Pursuant to the authorization of the Depositor, an Officers' Officer's Certificate of the Administrator on behalf of the Issuer complying with stating substantially to the requirements of Section 11.01 and stating effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes then applied for; (ii) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (iiiv) the Issuer is the beneficial owner of each Mortgage Loan, free and clear of any lien, security interest or chargeFinanced Student Loan securing such Series, has not assigned any interest or participation in any such Mortgage Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Financed Student Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging Except with respect to the Issuer; and (vi) first Series of Notes, attached thereto is a are true and correct copy copies of letters signed by each Rating Agency rating such new Series of Notes confirming that the Notes of such new Series have been rated in the highest rating category set forth in the applicable Terms Supplement by such Rating Agencies and that the issuance of such new Series will not adversely affect the ratings assigned by such Rating AgencyAgencies to any previously issued Series of Notes then Outstanding. (e) An executed counterpart Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Series: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement; and (ii) have been endorsed as provided in the Transfer and Servicing Agreement.; (f) An executed counterpart Cash in the amount, if any, required by the terms of the Mortgage Loan Sale Agreement.related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (g) An executed counterpart Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other assets specified in or permitted by the related Terms Supplement in the respective amounts, if any, required by the terms of the Mortgage Loan Contribution Agreement.related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) An executed counterpart of the Trust AgreementTerms Supplement; and (i) Such other documents, certificates, instruments or opinions as may be reasonably required by the terms of the Terms Supplement creating such Series of Notes.

Authentication and Delivery of Notes. The From time to time the Company may execute and deliver to the Trustee, with the Guarantees endorsed thereon, and, except as otherwise provided in this Article II, the Trustee shall thereupon authenticate and deliver to or upon a Company Order, Senior Notes of any series duly established pursuant to Section 2.01. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered entitled to the Authenticating Agent for authenticationreceive, and thereupon the same subject to Section 8.01, shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the followingfully protected in relying upon: (ai) An Issuer Order the Board Resolution of the Company and the Guarantor authorizing the execution, execution and requesting the authentication and delivery of the Senior Notes applied for in the principal amount therein specified, designating the series of such Senior Notes and specifying the Final Maturity Dateofficer or officers of the Company to whom or upon whose order such Senior Notes shall be delivered; and which, as permitted by Section 2.01, establishes the principal amount terms of such series of Senior Notes and which, if applicable, authorizes the execution of an indenture supplemental hereto creating such series of Senior Notes or, (ii) if an officer of the Company and the Note Interest Rate (or Guarantor has been duly authorized with respect to the manner in which foregoing, a certificate from such Note Interest Rate is officer to be determined) of the Trustee authorizing the above actions and a Board Resolution evidencing such Notes to be authenticated and delivered.officer's authority; (b) An Issuer Order authorizing an Officers' Certificate pursuant to Section 2.01 or, if the execution Senior Notes of such series are to be issued pursuant to a supplemental indenture, a supplemental indenture duly executed on behalf of the Company and delivery the Guarantor, in form satisfactory to the Trustee, creating such series of this Indenture.Senior Notes; (c) One or more Opinions of Counsel addressed an Officers' Certificate pursuant to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy.1.02; and (d) Pursuant an Opinion of Counsel pursuant to Section 1.02 to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating effect that: (i) the Issuer is not form and terms of such Senior Notes have been established in Default under conformity with the provisions of this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that Indenture; (ii) all conditions precedent provided in this Indenture relating to the authentication and delivery of such Senior Notes and the Notes Guarantees have been complied with; (ii) with and that such Senior Notes and Guarantees, when authenticated and delivered by the Issuer is Trustee and issued by the owner Company or endorsed by the Guarantor, as the case may be, in the manner and subject to any conditions specified in such Opinion of each Mortgage LoanCounsel, free will constitute valid and clear legally binding obligations of any lienthe Company or the Guarantor, security interest as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) affecting the enforcement of creditors' rights and has the right to Grant each such Mortgage Loan to the Indenture Trusteegeneral equity principles; (iii) all laws and requirements in respect of the information set forth in execution and delivery by the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct;Company of such Senior Notes or by the Guarantor of the Guarantees have been complied with; and (iv) each of the Issuer has Granted Company and the Guarantor is not in default in any of its obligations under this Indenture, and the issuance of such Senior Notes or the Guarantees will not result in any such default. If all Senior Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the documents described in this Section 2.02 at or prior to the Indenture Trustee all time of its right, title and interest in authentication of each Mortgage Loan; (v) as Senior Note of such series if such documents are delivered at or prior to the authentication upon original issuance of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category first Senior Note of such Rating Agencyseries to be issued. The Trustee shall have the right to decline to authenticate and deliver any Senior Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The General Provisions. Notes shall complying with the requirements of the foregoing Article may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, authentication and thereupon the same shall be authenticated and delivered by the Authenticating Agent, Trustee upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee on the Initial Closing Date of the following: A. an Officer's Certificate from the Issuer: (ai) An Issuer Order authorizing evidencing the authorization of the execution, authentication and delivery of the Notes and specifying the Final Maturity DateStated Maturity, the aggregate principal amount and the Note Interest Rate (or of the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. ; (bii) An certifying the Certificate of Incorporation and Bylaws of the Issuer Order authorizing (copies of which are attached); (iii) stating that no approval, authorization, consent, order, registration, qualification, license or permit of or with any court or governmental agency or body (other than those that have already been obtained, copies of which are attached) is required for the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofNotes, or the priority execution, delivery and performance of the security interest created Indenture, by the Indenture against, any liens or other interests Issuer; and (iv) stating that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any a breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate articles of Trust incorporation or bylaws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; B. a Board Resolution of the Issuer authorizing the execution, performance and that all conditions precedent provided in this delivery of the Indenture relating to and any related Supplement and the execution, authentication by the Trustee and delivery of the Notes have and specifying the Stated Maturity and principal amounts of Notes to be authenticated and delivered, certified by the secretary or assistant secretary of the Issuer, which certificate shall state that such Board Resolution has not been complied withamended, modified, revoked or rescinded as of the date of such certification; (ii) C. evidence of the good standing of the Issuer; an Opinion of Counsel to the Issuer is the owner of each Mortgage Loandated not earlier than such Issuer Request, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information effect set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correctExhibit B hereto; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An Issuer Order authorizing following items required to be delivered to the execution, Indenture Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order authorizing the authentication and specifying delivery of the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officer's Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title title, and interest in each Mortgage LoanAccount Granted to the Indenture Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A Notes have been rated "AAA" by S&P and "Aaa" by ▇▇▇▇▇'▇, the Class M-1 Notes have been rated "AA" by S&P and "Aa2" by ▇▇▇▇▇'▇, the Class M-2 Notes have been rated "A" by S&P and "A2" by ▇▇▇▇▇'▇ and the Class B Notes have been rated "BBB" by S&P and "Baa2" by ▇▇▇▇▇'▇; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officer's Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Indenture Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: (i) shall have an Aggregate Principal Balance at least equal to $309,137,793.93 as of the Cut-Off Date, and (ii) shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement and an executed counterpart of the Standby Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Initial Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Initial Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Indenture Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement, or lien setting forth (i) the amount which represents a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date and (ii) the aggregate amount so remitted; (f) a letter, addressed to the Indenture Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards), including randomly selecting a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Initial Accounts, and comparing the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act of 1974related Account Note, as amendedMonthly Payment, has been filed as described amount financed and the original principal balance set forth in subsections 6323(f) and 6323(g) of the Code upon any property belonging related Account Documents to the Issuercorresponding item in the Schedule of Accounts; and (vi2) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming based upon the above-specified procedures, such firm has determined that they are 95% confident that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart particular attributes of the Servicing Agreement. Accounts tested by them as described in paragraph (f1)(A) An executed counterpart above will not vary from the corresponding information set forth on the Schedule of Accounts attached hereto for more than 3% of all of the Mortgage Loan Sale AgreementAccounts. (g) An executed counterpart cash in the amount equal to the amount, if any, required to be remitted to the Indenture Trustee pursuant to Section 2.08 of the Mortgage Loan Contribution Agreement.Servicing Agreement (as indicated by the Officer's Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with Section 8.02; (h) An an executed counterpart copy of the Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement.; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (l) an Opinion of Counsel in the form required by the underwriting agreement among Mid-State Homes, Inc., Banc of America Securities LLC and ▇▇▇▇▇▇ Brothers Inc.

Authentication and Delivery of Notes. The Notes shall may from time to time be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentIndenture Trustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Indenture Trustee of the following: (a) An an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Notes Issuer and specifying the Classes, the Final Maturity DateDate of each Class, the principal amount and the Note Class Interest Rate (or and the manner in which method of determining such Note Class Interest Rate is to be determined) Rate, of each Class of such Notes to be authenticated and delivered.; (b) An Issuer Order authorizing the execution and delivery of this Indenture[Reserved]. (c) One or more Opinions of Counsel addressed to the Authenticating Agent Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes and to issue such Notes, and the Note Insurer or upon which Issuer has duly taken all necessary action under the Authenticating Agent Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the Note Insurer is expressly permitted to relyrelated Terms Supplement, complying with as executed and delivered by the requirements of Section 11.01Issuer, reasonably satisfactory in form are the valid, legal and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates binding obligations of the Issuer, enforceable in accordance with their terms, subject to the Owner Trusteeeffect of bankruptcy, the Servicer insolvency, reorganization, moratorium, fraudulent conveyance and the Indenture Trustee, without independent confirmation other similar laws relating to or verification affecting creditors' rights generally and court decisions with respect to factual matters relevant to such opinions. In rendering the opinions set forth abovethereto, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (Avi) Reserved; (vii) the existence ofTerms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Notes and all proceeds therefrom and the Pledged Accounts or Funds for such Notes to the lien and security interest of this Indenture; (viii) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Notes, with either the details of such action being recited therein, or the priority absence of the any such action being necessary to make such lien and security interest created by effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Indenture againstTerms Supplement for such Notes, any liens or other interests indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that arise by operation will, in the opinion of law such counsel, be required to maintain the lien and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Notes until April 30 of the year in which the first Opinion of Counsel with respect to any claim such Notes is required to be delivered under Section 3.6 being described therein; (ix) this Indenture and the Terms Supplement for such Notes have been duly qualified under the TIA, or lien in favor that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the United States Terms Supplement for such Notes requires the requalification of this Indenture under the TIA, or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV that no requalification of the Employee Retirement Income Security Act of 1974). The acceptability to Indenture under the Note Insurer TIA is necessary by virtue of the Opinion execution of Counsel delivered to such Terms Supplement; and (x) no authorization, approval or consent of any governmental body having jurisdiction over the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced Issuer which has not been obtained by the Issuer is required for the valid issuance and delivery on the Closing Date of the Insurance PolicyNotes, except such as may be required by the blue sky laws of any jurisdiction in connection with the sale and distribution of the Notes for which no opinion need be given. (d) Pursuant to the authorization of the Depositor, an Officers' Officer's Certificate of the Administrator on behalf of the Issuer complying with stating substantially to the requirements of Section 11.01 and stating effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes then applied for; (ii) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with;; and (iiiv) the Issuer is the beneficial owner of each Mortgage Loan, free and clear of any lien, security interest or chargeFinanced Student Loan securing such Notes, has not assigned any interest or participation in any such Mortgage Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Financed Student Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Notes: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement; and (ii) have been endorsed as provided in the Transfer and Servicing Agreement.; (f) An executed counterpart Cash in the amount, if any, required by the terms of the Mortgage Loan Sale Agreement.related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (g) An executed counterpart Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other assets specified in or permitted by the related Terms Supplement in the respective amounts, if any, required by the terms of the Mortgage Loan Contribution Agreement.related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) An executed counterpart of the Trust AgreementTerms Supplement; and (i) Such other documents, certificates, instruments or opinions as may be reasonably required by the terms of the Terms Supplement creating such Notes.

Authentication and Delivery of Notes. The Notes shall may be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following:following items required to be (a) An an Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.Notes; (b) An Issuer Order authorizing an Officers' Certificate of the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to relyIssuer, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer's Certificate of Trust , or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Loan, free and clear of any lien, security interest or chargeAccount, has not assigned any interest or participation in any such Mortgage Loan Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Mortgage Loan Schedule attached as Schedule I of Accounts to this Indenture is correct; (ivv) attached thereto are true and correct copies of letters signed by the Issuer has Granted to Rating Agencies confirming that the Indenture Trustee all Class A-1 Notes have been rated ___ by the Rating Agencies, the Class A-2 Notes have been rated at least ___ by the Rating Agencies, the Class A-3 Notes have been rated at least __ by the Rating Agencies and the Class A-4 Notes have been rated at least ___ by the Rating Agencies; and (vi) each of its right, title and interest in each Mortgage Loanthe Accounts satisfies the requirements of subsection (c) below; (vc) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers, Certificate from the Servicer delivered pursuant II-9 37 to subsection (e) of this Section 2.12, the cash proceeds of such Full Prepayment, (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13 (c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $______________ as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) an executed counterpart of the Servicing Agreement; (e) an Officer's Certificate from the Servicer, dated as of the Closing Date, no lien in favor certifying that all Monthly Payments (net of the United States described Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been remitted to the Trustee for deposit in the Collection Account in accordance with Section 6321 2.08 of the CodeServicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, or lien addressed to the Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not constitute an examination in favor accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Pension Benefit Guaranty Corporation described in Section 4068(a) Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the Employee Retirement Income Security Act of 1974related Account Note, as amendedMonthly Payment, has been filed as described amount financed and the original principal balance set forth in subsections 6323(f) and 6323(g) of the Code upon any property belonging related Account Documents to the Issuercorresponding item in the Schedule of Accounts; and (viB) attached thereto is a true they recalculated the Economic Balance for each Account and correct copy of letters signed compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Rating Agency confirming Account and compared the aggregate Economic Balance for all Accounts calculated by them to (2) based upon the above-specified procedures, such firm has determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1) (A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than ___% of all of the Accounts; and (B) the Economic Balance calculated by the Issuer for the Accounts (specifically, $_________________) does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than ____% of the aggregate initial principal amount of the Notes have been rated proposed to be authenticated and delivered; (g) cash in the highest rating category amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of such Rating Agency. the Servicing Agreement (as indicated by the officers, Certificate from the Servicer delivered pursuant to subsection (e) An of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 8.02; (h) an executed counterpart copy of the Contract Sale Agreement and the Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; and (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement.; and (f1) An executed counterpart an opinion of Independent Counsel either stating that, in the Mortgage Loan Sale Agreement. (g) An executed counterpart opinion of such counsel, such action has been taken and is necessary to perfect and maintain the Mortgage Loan Contribution Agreement. (h) An executed counterpart of security interest created by this Indenture with respect to the Trust AgreementEstate and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication Any time and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is from time to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture, Unibanco may deliver Notes executed by Unibanco to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by Unibanco. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. (c) One The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by Unibanco or more Opinions the Trustee or if the Trustee in good faith by its Board of Counsel addressed to the Authenticating Agent and the Note Insurer Directors, board of trustees, executive committee, a trust committee of directors or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying trustees or Responsible Officer shall determine that such action does not comply with the requirements provisions of Section 11.01, reasonably satisfactory this Indenture or any document or instrument delivered in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence ofconnection herewith, or could expose the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order Trustee to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)personal liability. The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating Prior to the authentication and delivery of the Notes have Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been complied with;taken. (iid) Notwithstanding the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (orforegoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by Unibanco, and Unibanco shall deliver such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan Note to the Indenture Trustee; Trustee for cancellation as provided in Section 2.19 together with a written statement (iiiwhich need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) the information set forth in the Mortgage Loan Schedule attached as Schedule I to stating that such Note has never been issued or sold by Unibanco, for all purposes of this Indenture is correct; (iv) the Issuer has Granted such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agencybenefits hereof. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.