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 Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the TrustIssuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the TrustIssuing Entity, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 Trust's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuing Entity. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and Indenture, the Sale and Servicing Agreement, the Insurance and Indemnity Agreement and any other documents contemplated thereby. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is it has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 ’s Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the OriginatorsSponsor, the DepositorMaster Servicer, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's ’s Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's ’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Cap Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'’▇ that is has assigned a rating of "“Aaa" ” to each Class of the Notes and a copy of a letter from S&P that it has assigned a rating of "“AAA" ” to each Class of the Notes. (k) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's ’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ each of the Rating Agencies that is has assigned a rating the ratings to each Class of "Aaa" to the Notes and a copy as set forth in the Prospectus Supplement. (h) Evidence of a letter from S&P that it has assigned a rating the establishment of "AAA" to the NotesAccounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the TrustIssuer, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuer complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's ’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 1 to this Indenture is correct; (iv) the Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuer. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The On the Closing Date, the Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Trustee and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance Stated Maturity Date, the principal amount and the Percentage Note Interest Rate of such Notes to be authenticated and delivered. (b) A Trust An Issuer Order authorizing the execution and delivery of this Indenture and the Sale and Servicing AgreementIndenture. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent [and the Note Insurer Insurer] or upon which the Authenticating Agent [and the Note Insurer are Insurer] is expressly permitted to rely, complying with the requirements of Section 11.0112.01, reasonably satisfactory in form and substance to the Authenticating Agent Agent[ and the Note Insurer]. In rendering the opinions set forth above, such counsel may rely upon Officerofficer's Certificates certificates of the TrustIssuer, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISAthe Employee Retirement Income Security Act of 1974). [The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy.] (d) An Officer's Officers' Certificate of the Trust Issuer complying with the requirements of Section 11.01 12.01 and stating that: (i) the Trust 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 TrustIssuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust Issuer is the owner of each Mortgage Home Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Home Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Home Loan to the Indenture Trustee; (iiiii) the information set forth in the Mortgage Loan Asset Schedule attached as Schedule I to this Indenture is correct; (iviii) the Trust Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Home Loan; and (viv) as attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Closing Date, no lien Notes have been rated in favor the highest rating category 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trustsuch Rating Agency. (e) An executed counterpart of the Sale and Master Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Asset Sale Agreement. (g) An executed counterpart of the Owner Trust Agreement. (h) An executed copy of the Insurance Custodial Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the TrustIssuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the TrustIssuing Entity, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 Trust's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuing Entity. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of each of the Unaffiliated Seller's AgreementHedge Agreements. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated SellerSponsor, the OriginatorsMaster Servicer, the Depositor, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to each Class of the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the TrustIssuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 ’s Certificates of the TrustIssuing Entity, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 Trust's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuing Entity. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's AgreementCap Agreements. (gf) An executed counterpart of the Trust Agreement. (hg) An executed copy of the Insurance Agreement. (ih) An original executed copy of the Note Insurance Policy. (ji) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (j) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ Moody's that is has assigned a rating of ratin▇ ▇▇ "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement, the Insurance Agreement and any other documents contemplated thereby. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the TrustIssuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the TrustIssuing Entity, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 Trust's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust Issuing Entity is the owner of each Closing Date Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Closing Date Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Closing Date 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 Trust Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Closing Date 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuing Entity. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The On the Closing Date, the Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Trustee and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance Stated Maturity Date, the principal amount and the Percentage Note Interest Rate of such Notes to be authenticated and delivered. (b) A Trust An Issuer Order authorizing the execution and delivery of this Indenture and the Sale and Servicing AgreementIndenture. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are is expressly permitted to rely, complying with the requirements of Section 11.0112.01, 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 Officerofficer's Certificates certificates of the TrustIssuer, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISAthe Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note MBIA Insurance Policy. (d) An Officer's Officers' Certificate of the Trust Issuer complying with the requirements of Section 11.01 12.01 and stating that: (i) the Trust 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 TrustIssuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust Issuer is the owner of each Mortgage Home Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Home Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Home Loan to the Indenture Trustee; (iiiii) the information set forth in the Mortgage Home Loan Schedule attached as Schedule I to this Indenture is correct; (iviii) the Trust Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Home Loan; and (viv) as attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Closing Date, no lien Notes have been rated in favor the highest rating category 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trustsuch Rating Agency. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Home Loan Sale Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Custodial Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement, the Insurance Agreement and any other documents contemplated thereby. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ Moody's that is has assigned a rating of "Aaa" to the Notes and a copy of a letter ▇▇ ▇ ▇etter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the OriginatorsSponsor, the DepositorMaster Servicer, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ Moody's that is has assigned a rating of "Aaa" to each Class of the Notes ▇▇▇▇▇ and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes. (k) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and Notes, a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes and a copy of a letter from DCR that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the OriginatorsSponsor, the DepositorMaster Servicer, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ Moody's that is has assigned a rating of "Aaa" to each Class of the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes. (k) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, Trustee on behalf of the Trust, Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance Final Maturity Date, the principal amount and the Percentage 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) A Trust An Issuer Order authorizing the execution and delivery of this Indenture and the Sale and Servicing AgreementIndenture. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Officerofficer's Certificates certificates of the TrustIssuer (or its Manager to the extent delivery of such certificate by the Manager on behalf of the Issuer is permitted under the Management Agreement), the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, the Master 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 ERISAthe Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance FSA Policy. (d) An Officer's Officers' Certificate of the Trust Issuer (or its Manager) complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.11.01

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's ’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated SellerSponsor, the OriginatorsMaster Servicer, the Depositor, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ Moody's that is has assigned a rating of "Aaa" to each Class of the Notes ▇▇▇▇▇ and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the OriginatorsSponsor, the DepositorMaster Servicer, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's ’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Cap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ each of the Rating Agencies that is has assigned a rating the ratings to each Class of "Aaa" to the Notes and a copy as set forth in the Prospectus Supplement. (h) Evidence of a letter from S&P that it has assigned a rating the establishment of "AAA" to the NotesAccounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, Trustee on behalf of the Trust, Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance Final Maturity Date, the principal amount and the Percentage Interest Rate (or the manner in which such Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) A Trust An Issuer Order authorizing the execution and delivery of this Indenture and the Sale and Servicing AgreementIndenture. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officerofficer's Certificates certificates of the TrustIssuer, the Owner Trustee, the Unaffiliated SellerServicer, the Originators, the Depositor, the Servicer Securities Administrator 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 ERISAthe Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Pursuant to the authorization of the Depositor, an Officers' Certificate of the Trust Issuer complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 TrustIssuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISAEmployee 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 TrustIssuer; 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 Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Mortgage Loan Purchase Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A With respect to the initial issuance of the Notes on the Closing Date, a Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer Initial Purchaser or upon which the Authenticating Agent and the Note Insurer Initial Purchaser are 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 InsurerInitial Purchaser. In rendering the opinions set forth above, such counsel may rely upon Officer's Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; and (v) as of the Closing Date (or any Subsequent Transfer 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated SellerSponsor, the OriginatorsMaster Servicer, the Depositor, the Backup 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy and an original executed copy of the Primary Mortgage Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is it has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, 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 ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Loan Sale Agreement. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to the Notes.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Class Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the TrustIssuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon Officer's ’s Certificates of the TrustIssuing Entity, the Owner Trustee, the Unaffiliated SellerDepositor, the Originators, the DepositorSponsor, 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (dc) An Officer's ’s Certificate of the Trust Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Trust 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 Trust's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the TrustIssuing Entity. (ed) An executed counterpart of the Sale and Servicing Agreement. (fe) An executed counterpart of the Unaffiliated Seller's Swap Agreement. (gf) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (jg) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating each of "Aaa" to the Notes and a copy of a letter from S&P Rating Agencies that it has assigned a rating the ratings to each Class of "AAA" to the NotesNotes as set forth in the Prospectus Supplement. (h) Evidence of the establishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, ; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered. (b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement. (c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are 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 Trust, the Owner Trustee, the Unaffiliated Seller, the OriginatorsSponsor, the DepositorMaster Servicer, the Backup 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 (Aa) 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 (Bb) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the tile United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy. (d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that: (i) the Trust 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's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Trust 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 Trust 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 Trust 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 Trust 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 ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Trust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Unaffiliated Seller's Agreement[Reserved]. (g) An executed counterpart of the Trust Agreement. (h) An executed copy of the Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from ▇▇▇▇▇'▇ that is has assigned a rating of "Aaa" to each Class of the Notes and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes. (k) Evidence of the establishment of the Accounts.