Common use of Authentication and Delivery of Notes Clause in Contracts

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

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from Xxxxx'x 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 Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Issuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates Officer’s Certificates of the IssuerIssuing Entity, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, 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 A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Policy. (j) A copy of a letter from Xxxxx'x that 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 Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 Officer’s Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 Issuer's Trust’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Cap Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Note Insurance Policy (j) A copy of a letter from Xxxxx’x 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 Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One 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 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 certificates Officer’s Certificates of the Issuer, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Trust’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One 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 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 certificates Officer’s Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 Issuer's Trust’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andTrust. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that is has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Issuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates Officer’s Certificates of the IssuerIssuing Entity, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of each of the Servicing AgreementHedge Agreements. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment 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 Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Stated Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent [and the Note Insurer Insurer] or upon which the Authenticating Agent [and the Note Insurer 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 officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). [The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy.] (d) Pursuant to the authorization of the Depositor, an An Officers' Certificate of the Issuer complying with the requirements of Section 11.01 12.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) ; the Issuer is the owner of each Mortgage 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 Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Home Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (viiv) attached thereto is a 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 Master Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Asset Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Owner Trust Agreement. (h) An executed counterpart copy of the Trust Custodial Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the 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 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 the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance FSA Policy. (d) Pursuant to the authorization of the Depositor, an An Officers' Certificate of the Issuer (or its Manager) complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.11.01

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Note Insurance Policy (j) A copy of a letter from Xxxxx'x 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 Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One 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 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 certificates Officer’s Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 Issuer's Trust’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andTrust. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the , 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Note Insurance Policy. (j) A copy of a letter from Xxxxx'x 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 Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Policy. (j) A copy of a letter from Xxxxx'x 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 Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust 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 Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One 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 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 certificates Officer’s Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 Issuer's Trust’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andTrust. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Cap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that is has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment of the Accounts.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust 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 Xxxxx 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 Trustee, on behalf of the Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Issuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is 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 Officer’s Certificates of the IssuerIssuing Entity, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing AgreementCap Agreements. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart copy of the Mortgage Loan Contribution Insurance Agreement. (h) An executed counterpart copy of the Trust AgreementNote Insurance Policy. (i) A copy of a letter from each of the Rating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (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 Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer With respect to the initial issuance of the Notes on the Closing Date, a Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Policy. (j) A copy of a letter from Xxxxx'x that is has assigned a rating of "Aaa" to the 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 Trustee, on behalf of the Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Issuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates Officer’s Certificates of the IssuerIssuing Entity, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) ), and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I 1 to this Indenture is correct; (iv) the Issuer Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment 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 Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer Servicer, the 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 the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee; (iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct; (iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Purchase Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Agreement. (h) An executed counterpart of the Trust Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Sponsor, the Master 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 (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 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust 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 Xxxxx'x that 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 Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust 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 ratinx xx "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 Issuer Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Class Note Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One If required, one or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Issuing Entity) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note InsurerAgent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates Officer’s Certificates of the IssuerIssuing Entity, the Owner Trustee, the Depositor, the Sponsor, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (dc) Pursuant to the authorization of the Depositor, an Officers' An Officer’s Certificate of the Issuer Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuer Issuing Entity is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Issuing Entity’s Certificate of Trust trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer Issuing Entity is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer Issuing Entity is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer Issuing Entity is the owner of each 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; andIssuing Entity. (vid) attached thereto is a true An executed counterpart of the Sale 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 AgencyServicing Agreement. (e) An executed counterpart of the Servicing Swap Agreement. (f) An executed counterpart of the Mortgage Loan Sale Trust Agreement. (g) An executed counterpart A copy of a letter from each of the Mortgage Loan Contribution AgreementRating Agencies that it has assigned the ratings to each Class of the Notes as set forth in the Prospectus Supplement. (h) An executed counterpart Evidence of the Trust Agreementestablishment 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 Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Stated Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer Order authorizing the execution and delivery of this Indenture. (c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.0112.01, 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 officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the MBIA Insurance Policy. (d) Pursuant to the authorization of the Depositor, an An Officers' Certificate of the Issuer complying with the requirements of Section 11.01 12.01 and stating that: (i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with; (ii) ; the Issuer is the owner of each Mortgage 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 Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Home Loan; (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (viiv) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating Agency. (e) An executed counterpart of the Servicing Agreement. (f) An executed counterpart of the Mortgage Home Loan Sale Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Custodial Agreement.

Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Policy. (j) A copy of a letter from Moody's that is has assigned a rating of "Aaa" to the Notes and a copy xx x xetter 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 Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Seller, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Note Insurance Policy (j) A copy of a letter from Xxxxx'x 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 Trustee, on behalf of the Issuer Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy. (d) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Unaffiliated Seller's Agreement. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust Insurance Agreement. (i) An original executed copy of the Policy. (j) A copy of a letter from Xxxxx'x 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 Issuer Trust; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer a Trust Request and upon receipt by the Authenticating Agent of all of the following: (a) An Issuer A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount Note Principal Balance and the Note Percentage Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered. (b) An Issuer A Trust Order authorizing the execution and delivery of this IndentureIndenture 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 is 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 officerOfficer's certificates Certificates of the IssuerTrust, the Owner Trustee, the Sponsor, the Master 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 the Employee Retirement Income Security Act of 1974ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee 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) Pursuant to the authorization of the Depositor, an Officers' An Officer's Certificate of the Issuer Trust complying with the requirements of Section 11.01 and stating that: (i) the Issuer 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 IssuerTrust's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer 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 Issuer 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 Issuer 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 Issuer 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 Employee Retirement Income Security Act of 1974, as amendedERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (vi) attached thereto is a true and correct copy of letters signed by each Rating Agency confirming that the Notes have been rated in the highest rating category of such Rating AgencyTrust. (e) An executed counterpart of the Sale and Servicing Agreement. (f) An executed counterpart of the Mortgage Loan Sale Agreement[Reserved]. (g) An executed counterpart of the Mortgage Loan Contribution Trust Agreement. (h) An executed counterpart copy of the Trust 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 Xxxxx and a copy of a letter from S&P that it has assigned a rating of "AAA" to each Class of the Notes.