Common use of Authentication and Delivery of Bonds Clause in Contracts

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent or upon which the Authenticating Agent is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974).

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee Subject to Section 2.3 and delivered Section 6.17, at any time and from time to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Company may deliver Bonds of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Company Order, without any further action by the Company. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of an Authorized Officer, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 10.l(a)(ii)) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Bonds of such series; (b) an Officer's Certificate of the Company certifying (i) as to resolutions of the Company by or pursuant to which the terms of the Bonds of such series were established, (ii) that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with and (iii) as to the incumbency of the persons named in such certificate; (c) One or more Opinions an Opinion of Counsel addressed to the Authenticating Agent effect that (i) the form or upon which forms and the Authenticating Agent is expressly terms of such Bonds have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 of this Indenture, and (ii) the Bonds of such series, when authenticated and made available for delivery by the Trustee and issued by the Company in the manner and subject to relyany conditions specified in such Opinion of Counsel, complying with the requirements of Section 11.01shall constitute legal, reasonably satisfactory in form valid and substance to the Authenticating Agent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates binding obligations of the IssuerCompany, enforceable against the Owner TrusteeCompany in accordance with their terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the Servicer enforcement of creditors' rights and the Indenture Trustee, without independent confirmation remedies generally and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or verification at law); and (d) such other documents and evidence with respect to factual matters relevant to such opinionsthe Company as the Trustee may reasonably request. In rendering Notwithstanding the opinions set forth aboveforegoing, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Indenture againstCompany, any liens or other interests and the Company shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that arise such Bond has never been issued and sold by operation the Company, for all purposes 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 such Bond shall be deemed never to any claim have been authenticated and delivered hereunder and shall never have been or lien in favor of be entitled to the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)benefits hereof.

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee Subject to Section 2.3, at any time and delivered from time to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Company may deliver Bonds of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Company Order, without any further action by the Company. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Bonds shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered thereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 10.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Bonds of such series; (b) an Officers’ Certificate of the Company (i) certifying as to resolutions of the Board of Directors of the Company by or pursuant to which the terms of the Bonds of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee’s authentication and delivery of such Bonds have been complied with and (iii) certifying that the terms of the documents referred to in clause (e) below are not inconsistent with the terms of this Indenture as then and theretofore supplemented; (c) One or more Opinions an Officers’ Certificate of the Partnership to the effect of clause (b) above; (d) an Opinion of Counsel addressed to the Authenticating Agent effect that (i) the form or upon which forms and the Authenticating Agent is expressly terms of such Bonds have been established by a Series Supplemental Indenture as permitted to rely, complying by Sections 2.1 and 2.3 in conformity with the requirements provisions of Section 11.01this Indenture, reasonably satisfactory and (ii) the Bonds of such series, when authenticated and made available for delivery by the Trustee and issued by the Company in form the manner and substance subject to the Authenticating Agent. In rendering the opinions set forth aboveany conditions specified in such Opinion of Counsel, such counsel may rely upon officer's certificates will constitute legal, valid and binding obligations of the IssuerCompany, enforceable against the Owner TrusteeCompany in accordance with their terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Servicer enforcement of creditors’ rights and the Indenture Trustee, without independent confirmation remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or verification at law); and (e) such other documents and evidence with respect to factual matters relevant to such opinionsthe Company and the Partnership as the Trustee may reasonably request. In rendering connection with the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority initial authentication and delivery of the security interest created first Bonds to be authenticated and delivered by the Indenture againstTrustee hereunder, any liens or other interests that arise by operation of law contemporaneously with authenticating and that do not require any filing or similar action in order delivering such Bonds, the Company shall deliver to take priority over a perfected security interest or (B) the priority Trustee the originals of the security interest created Equity Letter of Credit and the Debt Service Letter of Credit. Prior to the authentication and delivery of a series of Bonds, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the related Series Supplemental Indenture. Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Bond has never been issued and sold by the Company, for all purposes of this Indenture with respect such Bond shall be deemed never to any claim have been authenticated and delivered hereunder and shall never have been or lien in favor of be entitled to the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)benefits hereof.

Authentication and Delivery of Bonds. The (a) On the Indenture Effective Date, or from time to time thereafter, Bonds may be executed by an Authorized Officer of the Owner Trustee and delivered by the Company in an aggregate principal amount outstanding of not more than the Initial Principal Amount (other than Bonds issued pursuant to Section 2.08) to the Registrar or an Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered accompanied by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all an Officers’ Certificate of the following: (a) An Issuer Order authorizing the execution, Company directing such authentication and delivery of the Bonds and specifying the Classesamount of Bonds to be authenticated, the Final Maturity Dateapplicable rate at which interest will accrue on such Bonds, the principal amounts and date on which the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) original issuance of such Bonds is to be authenticated authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Bonds will be payable and deliveredthe date on which the principal of such Bonds will be payable and other terms relating to such Bonds. The Registrar or an Authenticating Agent shall thereupon authenticate and deliver said Bonds to or upon the written order of the Company (as set forth in such Officers’ Certificate signed by two Authorized Officers). (b) An Issuer Order authorizing the execution The Registrar and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent shall have the right to decline to authenticate and deliver any Bonds under this Section if the Registrar determines that such action may not lawfully be taken or upon which if the Registrar determines that such action would expose the Registrar or the Authenticating Agent is expressly permitted to relypersonal liability, complying with unless indemnity and/or security and/or prefunding satisfactory to the requirements of Section 11.01, reasonably satisfactory in form and substance to Registrar or the Authenticating Agent. In rendering , as applicable, against such liability is provided to the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, Registrar or the priority of the security interest created by the Indenture againstAuthenticating Agent, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)as applicable.

Authentication and Delivery of Bonds. The Bonds may shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Payment Date, the principal amounts amount and the applicable Bond Interest Rates Rate of each Class (or the manner in which such Bond Interest Rates are Rate is to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Bond Insurer or upon which the Authenticating Agent and the Bond Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating AgentAgent and the Bond Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the IssuerIssuer (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 Servicer Master Servicer, the Indenture Trustee and the Indenture TrusteeBond Insurer, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Bond Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Bond Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the FSA Policy. (d) An Officers' Certificate of the Issuer (or its Manager) complying with the requirements of Section 11.01

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee Subject to Section 2.3, at any time and delivered from time to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Issuer may deliver Bonds of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Issuer Order, without any further action by the Issuer. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Bonds shall be conclusive evidence, and the only evidence, that such Bond has been duly NRG Northeast Generating Indenture authenticated and delivered thereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 11.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Bonds of such series; (b) an Officer's Certificate of the Issuer (i) certifying as to Board Resolutions of the Issuer by or pursuant to which the terms of the Bonds of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with and (iii) certifying that the terms of the Bonds of such series are not inconsistent with the terms of this Indenture as then and theretofore supplemented; (c) One or more Opinions an Opinion of Counsel addressed to the Authenticating Agent effect that (i) the form or upon which forms and the Authenticating Agent is expressly terms of such Bonds have been established by a Series Supplemental Indenture as permitted to rely, complying by Sections 2.1 and 2.3 in conformity with the requirements provisions of Section 11.01this Indenture and (ii) the Bonds of such series, reasonably satisfactory when authenticated and made available for delivery by the Trustee and issued by the Issuer in form the manner and substance subject to the Authenticating Agent. In rendering the opinions set forth aboveany conditions specified in such Opinion of Counsel, such counsel may rely upon officer's certificates will constitute legal, valid and binding obligations of the Issuer, enforceable against the Owner TrusteeIssuer in accordance with their terms, except as enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Servicer enforcement of creditors' rights and the Indenture Trustee, without independent confirmation remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or verification at law); and (d) such other documents and evidence with respect to factual matters relevant the Issuer as the Trustee may reasonably request. Prior to the authentication and delivery of a series of Bonds, the Trustee shall also receive such opinions. In rendering the other funds, accounts, documents, certificates, instruments or opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created may be required by the Indenture againstrelated Series Supplemental Indenture. Notwithstanding the foregoing, if any liens Bond shall have been authenticated and delivered hereunder but never issued or other interests sold by the Issuer, and the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that arise such Bond has never been issued or sold by operation the Issuer, for all purposes 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 such Bond shall be deemed never to any claim have been authenticated and delivered hereunder and shall never have been or lien in favor of be entitled to the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)benefits hereof.

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

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee Subject to Section 2.3, at any time and delivered from time to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered. (b) An Issuer Order authorizing time after the execution and delivery of this Indenture., the Funding Corporation and the Partnership may deliver Bonds of any series executed by the Funding Corporation and the Partnership to the Trustee for authentication, together with a Funding Corporation Order and a Partnership Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Funding Corporation Order and Partnership Order, without any further action by the Funding Corporation or the Partnership. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Responsible Officer thereof, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered thereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Bonds of such series; (b) an Officer's Certificate of the Funding Corporation (i) certifying as to resolutions of the Board of Directors of the Funding Corporation by or pursuant to which the terms of the Bonds of such series were established and (ii) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with; (c) One or more Opinions an Officer's Certificate of Counsel addressed the Partnership to the Authenticating Agent or upon which the Authenticating Agent is expressly permitted to rely, complying with the requirements affect of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification clauses (b)(i) (with respect to factual matters relevant resolutions of the Partnership) and (b)(ii) above; and (d) an Opinion of Counsel to the effect that (i) the form or forms and the terms of such opinions. In rendering Bonds have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in conformity with the opinions provisions of this Indenture, (ii) all conditions precedent to the Trustee's authentication and delivery of such Bonds and the execution and delivery by the Trustee of such Series Supplemental Indenture set forth abovein this Indenture have been complied with and (iii) the Bonds of such series, when authenticated and made available for delivery by the Trustee and issued by the Funding Corporation and the Partnership in the manner and subject to any conditions specified in such counsel need express no opinion Opinion of Counsel, will constitute legal, valid and binding obligations of the Funding Corporation and the Partnership, enforceable against the Funding Corporation and the Partnership in accordance with their terms, except as to enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the existence of, or the priority enforcement of the security interest created by the Indenture against, any liens or other interests that arise by operation of law creditors' rights and that do not require any filing or similar action in order to take priority over a perfected security interest or remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the priority foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Funding Corporation and the Partnership, and the Funding Corporation and the Partnership shall deliver such Bond to the Trustee for cancellation as provided in Section 2.13(a) together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Bond has never been issued and sold by the security interest created by Funding Corporation and the Partnership, for all purposes of this Indenture with respect such Bond shall be deemed never to any claim have been authenticated and delivered hereunder and shall never have been or lien in favor of be entitled to the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974)benefits hereof.

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

Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee Issuer and delivered to the Authenticating Agent Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating AgentTrustee, upon Issuer Request and upon receipt by the Authenticating Agent of all Trustee of the following: (a) An an Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, Stated Maturity of the Final Maturity Datefinal installment of principal, the principal amounts amount and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) Rate of such Bonds to be authenticated and delivered.; (b) An an Issuer Order authorizing the execution and delivery of this Indenture.; and (c) One one or more Opinions of Counsel addressed to the Authenticating Agent or upon which the Authenticating Agent is expressly permitted to relyTrustee, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating AgentTrustee and the Rating Agency. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) 8) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Rating Agency of the Opinion of Counsel delivered to the Trustee at the Closing Date shall be conclusively evidenced by the delivery at the Closing of such Rating Agency's rating letter. (d) an Officers' Certificate complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Incorporation or bylaws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be

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