Common use of Authentication and Delivery of Notes Clause in Contracts

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Global Notes or Definitive Notes, without interest coupons, of any series executed by the Issuer Company to the Indenture Trustee for authentication, authentication by the Indenture Trustee together with an Issuer Issuance Order for the authentication and delivery of such Notes, and the Indenture Trustee shall thereupon authenticate and make available for delivery deliver such Notes in accordance with such Issuer Issuance Order. A Company Order may specify that written instructions to the Indenture Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any Person designated in such Company Order, without and the Indenture Trustee may conclusively rely on any further action such instructions as if given by the IssuerCompany until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Indenture Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or forms or terms of the Notes of the series have been established by or pursuant to one or more Court Resolutions, supplemental indentures or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Indenture Trustee shall be entitled to receive upon its request, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that such form or forms have been established in conformity with the provisions of this Indenture; (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3) that such Notes, when authenticated and delivered by the Indenture Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Indenture Trustee may rely, as to the authorization by the Company of any of such Notes, the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 of this Section, as applicable, in connection with the first authentication of such series. Notwithstanding any contrary provision of this Section 2.06 and in lieu of receiving or being required to request from the Company the receipt of the Opinion of Counsel contemplated by this Section 2.06 in connection with each series of the Notes, the Trustee shall be entitled to conclusively rely and shall be fully protected in relying upon the Opinion or Opinions of Counsel for the Company delivered to the Trustee upon commencement of and upon any increase in the size of the Company's Program and upon commencement of and upon any increase in the size of a new program for the issuance of Notes, as to the due authorization by the Company of and the legality, validity, binding effect and enforceability of the Notes of all series. The Indenture Trustee shall have the right to decline to authenticate and deliver such Notes under this Section 2.06 if the Indenture Trustee has obtained an Opinion of Counsel reasonably acceptable to the Company to the effect that the issue of such Note pursuant to this Indenture will adversely affect the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise or expose the Indenture Trustee to an unreasonable risk of personal liability. (b) Having received from the Company the documents referred to in Sections 2.02(b) and 2.06(a) (to the extent applicable), including the Issuance Order for the authentication and delivery of such Notes, on or before 10:00 A.M., The City of New York time, on the Issuance Date in relation to such Notes (unless otherwise agreed by the parties), the Indenture Trustee shall authenticate and deliver the relevant Global Note to the relevant custodian for DTC and/or any other relevant Clearing System or otherwise in accordance with such Clearing System's procedures. The Registrar shall give instructions to DTC and/or any other relevant Clearing System to credit Notes represented by a Global Note registered in the name of a nominee for such Clearing System, to the Registrar's distribution account and to hold each such Note to the order of the Company pending delivery to the purchasing agent(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Company and the purchasing agent(s) and notified to the Registrar) in accordance with the normal procedures of DTC or such other Clearing System, as the case may be, and, following payment (unless otherwise agreed by the parties), to debit the Notes represented by such Global Note to such securities account(s) as shall have been notified in writing to the Registrar by the Company. The Indenture Trustee shall on the Issuance Date in respect of such Notes, and upon receipt of funds from the purchasing agent(s), transfer, or cause to be transferred, the proceeds of issue (net of any applicable commissions, fees or like amounts specified in writing by the Company) to or as directed by the Company. It is understood that the preceding two sentences are applicable only to Periodic Offerings. If no such securities account(s) shall have been specified, or such Notes are not intended to be cleared through any Clearing System, the Registrar shall authenticate and make available at its specified office on the Issuance Date in respect of the Notes the relevant Global Note or the relevant Definitive Notes, as the case may be, duly executed and made available to the Registrar by the Company. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate Certificate of authentication, Authentication substantially in the form provided for in Section 2.4 hereof2.06(e) (the "Certificate of Authentication"), executed by the Indenture Trustee by the manual signature of any Authorized Signatoryone of its authorized signatories, and such certificate Certificate of Authentication upon any Notes Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (ce) The Certificate of Authentication shall be in substantially the following form: This is one of the Notes of The Governor and Company of the Bank of Ireland referred to in the within-mentioned Indenture. Dated: The Bank of New York, as Indenture Trustee By:_______________________________ authorized signatory In case any authorized signatory of the Indenture Trustee who shall have the right to decline to authenticate and deliver signed any of the Notes under this Section 2.2 if shall cease to be such authorized signatory before the Note so signed shall be delivered by the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be delivered or disposed of as though the person who signed such Note had not ceased to be such authorized signatory of the Indenture Trustee. In addition, any Note may be signed on behalf of the Indenture Trustee by such persons as, at the actual date of the execution of such Note, shall be authorized signatories of the Indenture Trustee, after receipt although at the date of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions execution of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liabilitysuch person was not such an authorized signatory. Prior to the authentication and delivery of the NotesIn authenticating Notes hereunder, the Indenture Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or entitled to conclusively assume that any Note authenticated by it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuerduly executed on behalf of, and is a legal, valid, binding and enforceable obligation of, the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 Company and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be is entitled to the benefits hereofof this Indenture.

Authentication and Delivery of Notes. (a) Any Subject to Section 2.5, at the time and from time to time after of the execution and delivery of this Indenture, the Issuer may Funding Corp. shall deliver Notes executed by the Issuer Funding Corp. to the Trustee for authentication, together with an Issuer a Funding Corp. Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, Funding Corp. Order without any further action by the Issuer. (b) Funding Corp. No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereofherein, executed by the Trustee by the manual signature of one of its Responsible Officers or any Authorized SignatoryOfficer, and such certificate upon any Notes Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder.hereunder. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: (ca) The Trustee shall have an Officer's Certificate of Funding Corp. (i) certifying as to resolutions of the right to decline to authenticate Board of Directors of Funding Corp. authorizing this Indenture and deliver the Notes Notes, (ii) certifying that all conditions precedent under this Section 2.2 if Indenture to the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the 's authentication and delivery of the Notes have been complied with, and (iii) certifying as to the incumbency of the persons named in such certificate; (b) an Opinion of Counsel to the effect that (i) the Indenture and the Notes have been duly authorized, executed and delivered by Funding Corp., and (ii) the Notes, when authenticated and made available for delivery by the Trustee shall also receive and issued by Funding Corp. in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of Funding Corp., enforceable against Funding Corp. in accordance with their terms, except as (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and remedies generally, and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law); and (c) such other funds, accounts, documents, certificates, instruments or opinions documents and evidence with respect to Funding Corp. as the Trustee may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) reasonably request. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or and sold by the IssuerFunding Corp., and the Issuer Funding Corp. shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.14 together with a written statement (which need not comply with Section 14.2 15.6 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or and sold by the IssuerFunding Corp., and thereafter for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Company may deliver Notes of any series executed by or on behalf of the Issuer Company to the Trustee for authentication, authentication together with an Issuer Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and make available for delivery deliver such Notes to or upon the order of the Company (contained in accordance with the Authentication Order referred to below in this Section) or pursuant to such Issuer Order, without any further action procedures acceptable to the Trustee and to such recipients as specified by the Issuer.Authentication Order. In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: (a) Company Order requesting such authentication and setting forth delivery instructions if the Notes are not to be delivered to the Company (an “Authentication Order”); and (b) No Note shall be secured by or entitled an Officer’s Certificate of the Company and an Opinion of Counsel each stating in addition to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate the requirements of authentication, in Section 13.05 that the form provided for or forms and terms of the Notes have been established in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) conformity with this Indenture. The Trustee shall have the right to decline to authenticate and deliver the any Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counselbeing advised by counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee Company or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine determines that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could would expose the Trustee to personal liability. Prior liability to existing Holders or would affect the authentication and delivery of Trustee’s own rights, duties or immunities under the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such or otherwise. Each Note shall be deemed never dated the date of its authentication. The Company shall execute and the Trustee shall, in accordance with this Section with respect to have been authenticated the Notes of a series, authenticate and delivered hereunder deliver one or more Global Notes that (i) shall represent and shall never have been or be entitled denominated in an amount equal to the benefits hereofaggregate principal amount of all of the Notes of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Note or Notes or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Notes. The initial Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent on the Closing Date, upon receipt by the Authenticating Agent of all of the following: (a) Any time and from time to time after A Trust Request authorizing the execution and delivery of this Indentureexecution, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, the Notes and specifying the Class Note Balance and the Trustee shall thereupon authenticate and make available for delivery Percentage Interest of such Notes in accordance with such Issuer Order, without any further action by the Issuerto be authenticated and delivered. (b) No Note shall be secured by or entitled to any benefit An Officer’s Certificate of the Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuing Entity is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the 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 Issuing Entity is a party or by which it may be bound or to which it may be subject, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the NotesNotes have been complied with; (ii) the Issuing Entity is the owner of each Mortgage Loan, the Trustee shall also receive free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such other fundsMortgage Loan (or, accounts, documents, certificates, instruments if any such interest or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith participation has been takenassigned, 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 1 to this Indenture is correct; (iv) the Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuing Entity. (c) An executed counterpart of the Sale and Servicing Agreement. (d) Notwithstanding An executed counterpart of the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by Trust Agreement. (e) A copy of a letter from each of the Issuer, and Rating Agencies that it has assigned the Issuer shall deliver such Note ratings to each Class of the Trustee for cancellation Notes as provided set forth in Section 2.18 together with a written statement the Prospectus Supplement. (which need not comply with Section 14.2 and need not be accompanied by an Opinion f) Evidence of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes establishment of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofAccounts.

Authentication and Delivery of Notes. (a) Any At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Trustee for authentication, together with an Issuer Company Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the IssuerCompany Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 2.04 hereof, executed by the Trustee by the manual signature of any Authorized SignatoryOfficer, and such certificate upon any Notes Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.02 if the Trustee, after receipt of an Opinion of Counsel, Trustee determines that such action may not lawfully be taken by the Issuer Company or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer with appropriate authority shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder hereunder or it may request in order to provide it with assurances that all action necessary in connection therewith herewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.17 together with a written statement (which need not comply with Section 14.2 13.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the IssuerCompany, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Indenture Trustee by the manual signature of any Authorized SignatoryOfficer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Indenture Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Indenture Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Indenture Trustee or if the Indenture Trustee in good faith by its Board of Directors, board of trusteesIndenture Trustees, executive committee, a trust committee of directors or trustees Indenture Trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Indenture Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Indenture Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been takenhereunder. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and upon receipt by the Trustee of the following items required to be delivered to the Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officers' Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A-1 Notes have been rated AAA by S&P and Aaa by Xxxxx'x, the Trustee shall also receive Class A-2 Notes have been rated at least AA by S&P and Aa2 by Xxxxx'x, the Class A-3 Notes have been rated at least A by S&P and A2 by Xxxxx'x and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by Xxxxx'x; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $462,287,289 as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note remitted to the Trustee for cancellation as provided deposit in the Collection Account in accordance with Section 2.18 together 2.08 of the Servicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, addressed to the Trustee and complying with the requirements of Section 11.01, of a written statement firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, such firm has determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (l) an Opinion of Counsel) stating that such Note has never been issued or sold Counsel in the form required by the Issuerunderwriting agreement among Mid-State Homes, for all purposes Inc., Xxxxxx Industries, Inc. and Xxxxxx Brothers Inc., as representative of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofseveral underwriters named therein.

Authentication and Delivery of Notes. (a) Any Subject to the provisions of this Article 2, any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer in accordance with Section 2.12 to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuerand upon receipt of an Officer’s Certificate and Opinion of Counsel. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4 hereof2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right right, but not the obligation, to decline to authenticate and deliver the Notes under this Section 2.2 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine determines that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer Unibanco may deliver Notes executed by the Issuer Unibanco to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the IssuerUnibanco. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. Each Note shall be dated the date of its authentication. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer Unibanco or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the IssuerUnibanco, and the Issuer Unibanco shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.19 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the IssuerUnibanco, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and Notes of any one or more Series may from time to time after be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Issuer and specifying the Series, the Classes within such Series, the Legal Final Maturity of each Class, the principal amount and the Class Interest Rate and the method of determining such Class Interest Rate, of each Class of such Notes to be authenticated and delivered; (b) in case the Notes to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Supplement, accompanied by an Issuer Order authorizing such Terms Supplement (and, in the case of the first Series to be authenticated and delivered hereunder, authorizing this Indenture), and designating the new Series to be created; (c) Opinions of Counsel addressed to the Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes (and, in the case of the first Series to be authenticated and delivered hereunder, this Indenture) and to issue such Notes, and the Issuer has duly taken all necessary action under the Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the related Terms Supplement, as executed and delivered by the Issuer, are the valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Series of Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (vi) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Series, with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Series until April 30 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.6 being described therein; (vii) this Indenture and the Terms Supplement for such Series have been duly qualified under the TIA, or that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the Terms Supplement for such Series requires the requalification of this Indenture under the TIA, or that no requalification of the Indenture under the TIA is necessary by virtue of the execution of such Terms Supplement; and (viii) no authorization, approval or consent of any governmental body having jurisdiction over the Issuer may deliver Notes executed which has not been obtained by the Issuer to the Trustee for authentication, together with an Issuer Order is required for the authentication valid issuance and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery except such Notes in accordance with such Issuer Order, without any further action as may be required by the Issuerblue sky laws of any jurisdiction in connection with the sale and distribution of the Notes, for which no opinion need be given. (bd) No Note shall be secured by or entitled an Officer's Certificate of the Administrator on behalf of the Issuer stating substantially to any benefit under the effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture or and constitute all the documents required to be valid or obligatory delivered hereunder for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Indenture Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee then applied for; (ii) all conditions precedent provided for in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; (iv) the Issuer is the beneficial owner of each Financed Student Loan securing such Series, has not assigned any interest or participation in any such Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Financed Student Loan to the Indenture Trustee; and (v) Except with respect to the first Series of Notes, attached thereto are true and correct copies of letters signed by each Rating Agency rating such new Series of Notes confirming that the Notes of such new Series have been rated in the rating category set forth in the applicable Terms Supplement by such Rating Agencies and that the issuance of such new Series will not adversely affect the ratings assigned by such Rating Agencies to any previously issued Series of Notes then Outstanding. (e) Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Series: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement; and (ii) have been endorsed as provided in the Transfer and Servicing Agreement; (f) Cash in the amount, if any, required by the terms of the related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee shall also receive such and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (g) Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other fundsassets specified in or permitted by the related Terms Supplement in the respective amounts, accountsif any, required by the terms of the related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) An executed counterpart of the Terms Supplement; and (i) Such other documents, certificates, instruments or opinions as may be reasonably required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and terms of the Issuer shall deliver Terms Supplement creating such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion Series of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofNotes.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized SignatoryOfficer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been takenhereunder. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit E for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. In accordance with the Registration Rights Agreement, the Trustee will authenticate and make available for delivery Exchange Notes in exchange for Initial Notes. The Trustee shall authenticate Exchange Notes only for a principal amount not exceeding the principal amount of Initial Notes. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4 hereof2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Trustee for authentication, together with and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and upon receipt by the Trustee of the following items required to be (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officers' Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A-1 Notes have been rated ___ by the Rating Agencies, the Trustee shall also receive Class A-2 Notes have been rated at least ___ by the Rating Agencies, the Class A-3 Notes have been rated at least __ by the Rating Agencies and the Class A-4 Notes have been rated at least ___ by the Rating Agencies; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers, Certificate from the Servicer delivered pursuant II-9 37 to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13 (c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $______________ as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note remitted to the Trustee for cancellation as provided deposit in the Collection Account in accordance with Section 2.18 together with 2.08 of the Servicing Agreement and setting forth the aggregate amount so remitted representing a written statement Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, addressed to the Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; and (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to (2) based upon the above-specified procedures, such firm has determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1) (A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than ___% of all of the Accounts; and (B) the Economic Balance calculated by the Issuer for the Accounts (specifically, $_________________) does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than ____% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the officers, Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Contract Sale Agreement and need not be accompanied the Purchase and Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; and (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (1) an opinion of Independent Counsel either stating that, in the opinion of such counsel, such action has been taken and is necessary to perfect and maintain the security interest created by an Opinion this Indenture with respect to the Trust Estate and reciting the details of Counsel) such action or stating that in the opinion of such Note has never been issued or sold by the Issuer, for all purposes of this Indenture counsel no such Note shall be deemed never action is necessary to have been authenticated maintain such lien and delivered hereunder and shall never have been or be entitled to the benefits hereofsecurity interest.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 2.04 hereof, executed by the Trustee by the manual signature of any Authorized SignatoryOfficer, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.02 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been takenhereunder. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.17 together with a written statement (which need not comply with Section 14.2 12.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any Subject to the provisions of Section 2.01, any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4 hereof2.04, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.03 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be reasonably required thereunder or it may reasonably request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and upon receipt by the Trustee of the following items required to be delivered to the Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officers' Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A-1 Notes have been rated AAA by S&P and Aaa by Xxxxx'x, the Trustee shall also receive Class A-2 Notes have been rated at least AA by S&P and Aa2 by Xxxxx'x, the Class A-3 Notes have been rated at least A by S&P and A2 by Xxxxx'x and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by Xxxxx'x; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $462,287,289 as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement and an executed counterpart of the Standby Servicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note remitted to the Trustee for cancellation as provided deposit in the Collection Account in accordance with Section 2.18 together 2.08 of the Servicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, addressed to the Trustee and complying with the requirements of Section 11.01, of a written statement firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, such firm has determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (l) an Opinion of Counsel) stating that such Note has never been issued or sold Counsel in the form required by the Issuerunderwriting agreement among Mid-State Homes, for all purposes Inc., Xxxxxx Industries, Inc. and Xxxxxx Brothers Inc., as representative of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofseveral underwriters named therein.

Authentication and Delivery of Notes. (a) Any time and Notes may from time to time after be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Issuer and specifying the Classes, the Final Maturity Date of each Class, the principal amount and the Class Interest Rate and the method of determining such Class Interest Rate, of each Class of such Notes to be authenticated and delivered; (b) [Reserved]. (c) Opinions of Counsel addressed to the Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes and to issue such Notes, and the Issuer has duly taken all necessary action under the Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the related Terms Supplement, as executed and delivered by the Issuer, are the valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (vi) Reserved; (vii) the Terms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Notes and all proceeds therefrom and the Pledged Accounts or Funds for such Notes to the lien and security interest of this Indenture; (viii) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Notes, with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Notes until April 30 of the year in which the first Opinion of Counsel with respect to such Notes is required to be delivered under Section 3.6 being described therein; (ix) this Indenture and the Terms Supplement for such Notes have been duly qualified under the TIA, or that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the Terms Supplement for such Notes requires the requalification of this Indenture under the TIA, or that no requalification of the Indenture under the TIA is necessary by virtue of the execution of such Terms Supplement; and (x) no authorization, approval or consent of any governmental body having jurisdiction over the Issuer may deliver Notes executed which has not been obtained by the Issuer to the Trustee for authentication, together with an Issuer Order is required for the authentication valid issuance and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery except such Notes in accordance with such Issuer Order, without any further action as may be required by the Issuerblue sky laws of any jurisdiction in connection with the sale and distribution of the Notes for which no opinion need be given. (bd) No Note shall be secured by or entitled an Officer's Certificate of the Administrator on behalf of the Issuer stating substantially to any benefit under the effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture or and constitute all the documents required to be valid or obligatory delivered hereunder for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Indenture Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee then applied for; (ii) all conditions precedent provided for in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; and (iv) the Issuer is the beneficial owner of each Financed Student Loan securing such Notes, has not assigned any interest or participation in any such Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Financed Student Loan to the Indenture Trustee. (e) Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Notes: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement; and (ii) have been endorsed as provided in the Transfer and Servicing Agreement; (f) Cash in the amount, if any, required by the terms of the related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee shall also receive such and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (g) Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other fundsassets specified in or permitted by the related Terms Supplement in the respective amounts, accountsif any, required by the terms of the related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) An executed counterpart of the Terms Supplement; and (i) Such other documents, certificates, instruments or opinions as may be reasonably required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and terms of the Issuer shall deliver Terms Supplement creating such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofNotes.

Authentication and Delivery of Notes. (a) Any At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized SignatoryOfficer, and such certificate upon any Notes Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder hereunder or it may request in order to provide it with assurances that all action necessary in connection therewith herewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Notes of any Series executed by the Issuer to the Indenture Trustee for authentication, authentication together with an Issuer Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section, and the Indenture Trustee shall thereupon authenticate and make available for delivery deliver such Notes to, upon the written order, of the Issuer (contained in accordance with the Issuer Order referred to below in this Section). The maturity date, original issue date, interest rate and any other terms of the Notes of such Series shall be determined by or pursuant to such Issuer OrderOrder and procedures. In authenticating such Notes and accepting the express responsibilities under this Indenture in relation to such Notes, without any further action by the Indenture Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Notes are not to be delivered to the Issuer.; (bii) No Note shall be secured (A) any Board Resolution, Officer’s Certificate, and/or executed Indenture Supplement referred to in Sections 2.01 and 2.03 by or entitled pursuant to any benefit which the forms and terms of the Notes were established and (B) the Transaction Documents corresponding to such Series, executed by each party thereto; (iii) an Officer’s Certificate (A) setting forth the form or forms and terms of the Notes stating that the form or forms and terms of the Notes have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, (B) affirming that all conditions and requirements set forth in each Transaction Document have been satisfied, (C) such issuance is in compliance with, and will not conflict with or violate the terms of, or, if applicable, cause an Event of Default under this Indenture or be valid any Indenture Supplement thereto or obligatory for an Early Amortization Event under any purpose unless there appears on Transaction Document delivered in connection with any of the foregoing, (D) such Note issuance does not have a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized SignatoryMaterial Adverse Effect, and (E) covering such certificate upon any Notes shall be conclusive evidence, and other matters as the only evidence, that such Note has been duly authenticated and delivered thereunder.Indenture Trustee may reasonably request; and (civ) The Trustee shall have at the right to decline to authenticate and deliver option of the Notes under this Section 2.2 if the TrusteeIssuer, after receipt of either an Opinion of Counsel, determines that such action may not lawfully be taken or a letter addressed to the Indenture Trustee from counsel permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Notes have been duly authorized and established in conformity with the provisions of this Indenture; (B) when the Notes have been executed by the Issuer or and the Trustee or if Notes have been authenticated by the Indenture Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply accordance with the provisions of this Indenture or any document or instrument and delivered in connection herewithto and duly paid for by the purchasers thereof, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall they will have been authenticated duly issued under this Indenture and delivered hereunder but never issued or sold by will be valid and legally binding obligations of the Issuer, enforceable in accordance with their respective terms, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or will be entitled to the benefits hereof.of this Indenture; and

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and upon receipt by the Trustee of the following items required to be delivered to the Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officers' Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A-1 Notes have been rated [AAA by S&P] [Aaa by Xxxxx'x][AAA by DCR][AAA by Fitch], the Trustee shall also receive Class A-2 Notes have been rated at least [AA by S&P][Aa2 by Xxxxx'x][AA by DCR][AA by Fitch], the Class A-3 Notes have been rated at least [A by S&P][A2 by Xxxxx'x][A by DCR][A by Fitch] and the Class A-4 Notes have been rated at least [BBB by S&P][Baa2 by Xxxxx'x][BBB by DCR][BBB by Fitch]; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts shall have an aggregate Economic Balance at least equal to $[ ] as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note remitted to the Trustee for cancellation as provided deposit in the Collection Account in accordance with Section 2.18 together 2.08 of the Servicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, addressed to the Trustee and complying with the requirements of Section 11.01, of a written statement firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, such firm has determined that: (A) they are [95%] confident that the particular attributes of the Accounts tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than [3%] of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an Opinion executed copy of Counselthe Trust Agreement; (j) stating that such Note has never been issued or sold an executed copy of the Holding Account Agreement; and (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (l) an opinion of Counsel in the form required by the Issuerunderwriting agreement among Mid-State Homes, for all purposes of this Indenture such Note shall be deemed never to have been authenticated Inc., Xxxxxx Industries, Inc. and delivered hereunder and shall never have been or be entitled to the benefits hereofunderwriter[s] named therein.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Indenture Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following items required to be delivered to the Indenture Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officer's Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in each Account Granted to the Indenture Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A Notes have been rated "AAA" by S&P and "Aaa" by Xxxxx'x, the Trustee shall also receive Class M-1 Notes have been rated "AA" by S&P and "Aa2" by Xxxxx'x, the Class M-2 Notes have been rated "A" by S&P and "A2" by Xxxxx'x and the Class B Notes have been rated "BBB" by S&P and "Baa2" by Xxxxx'x; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts and all Account Documents (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officer's Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Indenture Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: (i) shall have an Aggregate Principal Balance at least equal to $309,137,793.93 as of the Cut-Off Date, and (ii) shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement and an executed counterpart of the Standby Servicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Initial Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Initial Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold remitted to the Indenture Trustee for deposit in the Collection Account in accordance with Section 2.08 of the Servicing Agreement, setting forth (i) the amount which represents a Full Prepayment received by the Issuer, and Servicer after the Issuer shall deliver such Note Cut-Off Date but more than five Business Days prior to the Trustee for cancellation as provided in Section 2.18 together with Closing Date and (ii) the aggregate amount so remitted; (f) a written statement letter, addressed to the Indenture Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards), including randomly selecting a sample of the Initial Accounts, and comparing the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; and (2) based upon the above-specified procedures, such firm has determined that they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts attached hereto for more than 3% of all of the Accounts. (g) cash in the amount equal to the amount, if any, required to be remitted to the Indenture Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officer's Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bond required pursuant to Section 4.05 of the Servicing Agreement; and (l) an Opinion of Counsel) stating that such Note has never been issued or sold Counsel in the form required by the Issuerunderwriting agreement among Mid-State Homes, for all purposes Inc., Banc of this Indenture such Note shall be deemed never to have been authenticated America Securities LLC and delivered hereunder and shall never have been or be entitled to the benefits hereof.Xxxxxx Brothers Inc.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Company may deliver Notes of any series executed by or on behalf of the Issuer Company to the Trustee for authentication, authentication together with an Issuer Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and make available for delivery deliver such Notes to or upon the order of the Company (contained in accordance with the Authentication Order referred to below in this Section) or pursuant to such Issuer Order, without any further action procedures acceptable to the Trustee and to such recipients as specified by the Issuer.Authentication Order. In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: (a) Company Order requesting such authentication and setting forth delivery instructions if the Notes are not to be delivered to the Company (an “Authentication Order”); and (b) No Note shall be secured by or entitled an Officer’s Certificate of the Company and an Opinion of Counsel each stating in addition to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate the requirements of authentication, in Section 13.05 that the form provided for or forms and terms of the Notes have been established in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) conformity with this Indenture. The Trustee shall have the right to decline to authenticate and deliver the any Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counselbeing advised by counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee Company or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine determines that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could would expose the Trustee to personal liability. Prior liability to existing Holders or would affect the authentication and delivery of Trustee’s own rights, duties or immunities under the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such or otherwise. Each Note shall be deemed never dated the date of its authentication. The Company shall execute and the Trustee shall, in accordance with this Section with respect to have been authenticated the Notes of a series, authenticate and delivered hereunder deliver one or more Global Notes that (i) shall represent and shall never have been or be entitled denominated in an amount equal to the benefits hereofaggregate principal amount of all of the Notes of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Note or Notes or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and upon receipt by the Trustee of the following items required to be delivered to the Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officers' Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Issuer has Granted to the Trustee all of its right, title, and interest in each Account Granted to the Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Accounts to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A-1 Notes have been rated AAA by S&P and Aaa by Xxxxx'x, the Trustee shall also receive Class A-2 Notes have been rated at least AA by S&P and Aa2 by Xxxxx'x, the Class A-3 Notes have been rated at least A by S&P and A2 by Xxxxx'x and the Class A-4 Notes have been rated at least BBB by S&P and Baa2 by Xxxxx'x; and (vi) each of the Accounts satisfies the requirements of subsection (c) below; (c) all of the Accounts (except that (A) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Trustee's review of such Account Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Accounts: shall have an aggregate Economic Balance at least equal to $[ ] as of the Cut-Off Date, and shall satisfy each of the representations and warranties with respect to such Accounts set forth in Section 3.11 of this Indenture; (d) Notwithstanding an executed counterpart of the foregoingServicing Agreement; (e) an Officer's Certificate from the Servicer, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Accounts due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Account (including any related payment of interest) received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note remitted to the Trustee for cancellation as provided deposit in the Collection Account in accordance with Section 2.18 together 2.08 of the Servicing Agreement and setting forth the aggregate amount so remitted representing a Full Prepayment received by the Servicer after the Cut-Off Date but more than five Business Days prior to the Closing Date; (f) a letter, addressed to the Trustee and complying with the requirements of Section 11.01, of a written statement firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards): (A) they have randomly selected a sample of the Accounts, and compared the Account number, the total number of Monthly Payments to be made under the Account during its term, the total finance charge over the term of the related Account Note, Monthly Payment, amount financed and the original principal balance set forth in the related Account Documents to the corresponding item in the Schedule of Accounts; (B) they recalculated the Economic Balance for each Account and compared the Economic Balance calculated by the Issuer to the Economic Balances calculated by them for each Account and compared the aggregate Economic Balance for all Accounts calculated by them to the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (2) based upon the above-specified procedures, such firm has determined that: (A) they are 95% confident that the particular attributes of the Accounts tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Accounts for more than 3% of all of the Accounts; (B) the Economic Balance calculated by the Issuer for the Accounts does not exceed the Economic Balance for the Accounts as calculated by them in accordance with the definition of the term "Economic Balance" and the aggregate of the Economic Balances calculated by them for all Accounts is not less than [ ]% of the aggregate initial principal amount of the Notes proposed to be authenticated and delivered; (g) cash in the amount equal to the amount, if any, required to be remitted to the Trustee pursuant to Section 2.08 of the Servicing Agreement (as indicated by the Officers' Certificate from the Servicer delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an Opinion executed copy of Counselthe Trust Agreement; (j) stating that such Note has never been issued or sold by an executed copy of the Issuer, for all purposes Holding Account Agreement; and (k) a copy of this Indenture such Note shall be deemed never the fidelity bond required pursuant to have been authenticated and delivered hereunder and shall never have been or be entitled to Section 4.05 of the benefits hereofServicing Agreement.

Authentication and Delivery of Notes. (a) Any time and ------------------------------------ from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and from From time to time after the Company may execute and deliver to the Trustee, with the Guarantees endorsed thereon, and, except as otherwise provided in this Article II, the Trustee shall thereupon authenticate and deliver to or upon a Company Order, Senior Notes of any series duly established pursuant to Section 2.01. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and subject to Section 8.01, shall be fully protected in relying upon: (i) the Board Resolution of the Company and the Guarantor authorizing the execution and requesting the authentication and delivery of the Senior Notes applied for in the principal amount therein specified, designating the series of such Senior Notes and specifying the officer or officers of the Company to whom or upon whose order such Senior Notes shall be delivered; and which, as permitted by Section 2.01, establishes the terms of such series of Senior Notes and which, if applicable, authorizes the execution of an indenture supplemental hereto creating such series of Senior Notes or, (ii) if an officer of the Company and the Guarantor has been duly authorized with respect to the foregoing, a certificate from such officer to the Trustee authorizing the above actions and a Board Resolution evidencing such officer's authority; (b) an Officers' Certificate pursuant to Section 2.01 or, if the Senior Notes of such series are to be issued pursuant to a supplemental indenture, a supplemental indenture duly executed on behalf of the Company and the Guarantor, in form satisfactory to the Trustee, creating such series of Senior Notes; (c) an Officers' Certificate pursuant to Section 1.02; and (d) an Opinion of Counsel pursuant to Section 1.02 to the effect that: (i) the form and terms of such Senior Notes have been established in conformity with the provisions of this Indenture, the Issuer may deliver Notes executed by the Issuer ; (ii) all conditions precedent to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such NotesSenior Notes and the Guarantees have been complied with and that such Senior Notes and Guarantees, when authenticated and delivered by the Trustee and issued by the Company or endorsed by the Guarantor, as the case may be, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company or the Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; (iii) all laws and requirements in respect of the execution and delivery by the Company of such Senior Notes or by the Guarantor of the Guarantees have been complied with; and (iv) each of the Company and the Guarantor is not in default in any of its obligations under this Indenture, and the Trustee issuance of such Senior Notes or the Guarantees will not result in any such default. If all Senior Notes of a series are not to be originally issued at one time, it shall thereupon authenticate and make available for delivery not be necessary to deliver the documents described in this Section 2.02 at or prior to the time of authentication of each Senior Note of such Notes in accordance with series if such Issuer Order, without any further action by documents are delivered at or prior to the Issuer. (b) No authentication upon original issuance of the first Senior Note shall of such series to be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) issued. The Trustee shall have the right to decline to authenticate and deliver the any Senior Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counselbeing advised by counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could would expose the Trustee to personal liability. Prior liability to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been takenexisting Holders. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. The initial Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Issuing Entity; and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent on the Closing Date, upon receipt by the Authenticating Agent of all of the following: (a) Any time and from time to time after A Trust Request authorizing the execution and delivery of this Indentureexecution, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, the Notes and specifying the Class Note Balance and the Trustee shall thereupon authenticate and make available for delivery Percentage Interest of such Notes in accordance with such Issuer Order, without any further action by the Issuerto be authenticated and delivered. (b) No Note shall be secured by or entitled to any benefit An Officer’s Certificate of the Issuing Entity complying with the requirements of Section 11.01 and stating that: (i) the Issuing Entity is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Issuing Entity’s Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the 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 Issuing Entity is a party or by which it may be bound or to which it may be subject, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the NotesNotes have been complied with; (ii) the Issuing Entity is the owner of each Mortgage Loan, the Trustee shall also receive free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such other fundsMortgage Loan (or, accounts, documents, certificates, instruments if any such interest or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith participation has been takenassigned, 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 1 to this Indenture is correct; (iv) the Issuing Entity has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan; and (v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the ERISA, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuing Entity. (c) An executed counterpart of the Sale and Servicing Agreement. (d) Notwithstanding An executed counterpart of each of the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by Hedge Agreements. (e) An executed counterpart of the Issuer, and Trust Agreement. (f) A copy of a letter from each of the Issuer shall deliver such Note Rating Agencies that it has assigned the ratings to each Class of the Trustee for cancellation Notes as provided set forth in Section 2.18 together with a written statement the Prospectus Supplement. (which need not comply with Section 14.2 and need not be accompanied by an Opinion g) Evidence of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes establishment of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofAccounts.

Authentication and Delivery of Notes. (a) Any time and from time to time after General Provisions. Notes complying with the execution and delivery requirements of this Indenture, the Issuer foregoing Article may deliver Notes be executed by the Issuer and delivered to the Trustee for authenticationauthentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Request and upon receipt by the Trustee on the Initial Closing Date of the following: A. an Officer's Certificate from the Issuer: (i) evidencing the authorization of the execution, together with an Issuer Order for the authentication and delivery of such Notesthe Notes and specifying the Stated Maturity, aggregate principal amount and Note Interest Rate of the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall to be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. delivered; (cii) The Trustee shall have certifying the right to decline to authenticate Certificate of Incorporation and deliver the Notes under this Section 2.2 if the Trustee, after receipt Bylaws of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer (copies of which are attached); (iii) stating that no approval, authorization, consent, order, registration, qualification, license or permit of or with any court or governmental agency or body (other than those that have already been obtained, copies of which are attached) is required for the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication execution and delivery of the Notes, or the Trustee shall also receive such other fundsexecution, accountsdelivery and performance of the Indenture, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer; and (iv) stating that the issuance of the Notes will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's articles of incorporation or bylaws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; B. a Board Resolution of the Issuer authorizing the execution, performance and delivery of the Indenture and any related Supplement and the Issuer shall deliver such Note to execution, authentication by the Trustee for cancellation and delivery of the Notes and specifying the Stated Maturity and principal amounts of Notes to be authenticated and delivered, certified by the secretary or assistant secretary of the Issuer, which certificate shall state that such Board Resolution has not been amended, modified, revoked or rescinded as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by of the date of such certification; C. evidence of the good standing of the Issuer; an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled Counsel to the benefits hereof.Issuer dated not earlier than such Issuer Request, to the effect set forth in Exhibit B hereto;

Authentication and Delivery of Notes. (a) Any Subject to the provisions of Section 2.1(a), any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order in the form set out in Exhibit C for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for in Section 2.4 hereof2.4, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunderhereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 2.3 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver one or more Notes executed by the Issuer Company to the Trustee for authentication, authentication together with an Issuer Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section, and the Trustee shall thereupon thereafter authenticate and make available for delivery deliver such Notes to or upon the order of the Company (contained in the Company Order referred to below in this Section 2.4) or pursuant to such procedures as may be specified from time to time by a Company Order. Such Company Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form and terms of such Notes. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: (1) a Company Order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures as to such completion and delivery (a “Company Order”); (2) any Resolutions of the Board of Directors and a Company Order; and (3) an Opinion of Counsel, prepared in accordance with Section 12.5, which shall also state (a) that the Notes have been duly authorized in conformity with the provisions of this Indenture; (b) that such Issuer OrderNotes, without any further action when authenticated and delivered by the IssuerTrustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly executed and delivered and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to such matters as counsel may therein specify; and (c) such other matters as the Trustee may reasonably request. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the any Notes under this Section 2.2 2.4 if the TrusteeTrustee (x) being advised by counsel, and after receipt of an Opinion of Counselhaving consulted with counsel to the Company, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee taken, (y) acting in good faith by through its Board board of Directors, directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officer Officers shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could would expose the Trustee to personal liability. Prior liability to the authentication and delivery of the Notesexisting Holders, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (dz) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating determines that such Note has never been issued action will affect its rights, duties, obligations or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never immunities hereunder in a manner not reasonably acceptable to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofit.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer The Notes may deliver Notes be executed by the Issuer and delivered to the Indenture Trustee for authentication, together and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following items required to be delivered to the Indenture Trustee in connection with the initial authentication and delivery of the Notes on the Closing Date: (a) an Issuer Order for authorizing the authentication and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer.; (b) No Note shall be secured by or entitled to any benefit an Officer's Certificate of the Issuer, complying with the requirements of Section 11.01, stating that: (i) the Issuer is not in Default under this Indenture or be valid or obligatory for and the issuance of the Notes will not result in any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature breach of any Authorized Signatoryof the terms, conditions or provisions of, or constitute a default under, the Trust Agreement or any other constituent documents of the Issuer, 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 such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee all conditions precedent provided in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes have been complied with; (ii) the Issuer is the owner of and has good title to each Mortgage Asset, has not assigned any interest or participation in any such Mortgage Asset (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Asset to the Indenture Trustee, and no other Person has any lien on, security interest in or other rights to any such Mortgage Asset; (iii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in each Mortgage Asset Granted to the Indenture Trustee by it to secure the Notes; (iv) the information set forth in the Schedule of Mortgage Assets to this Indenture is correct; (v) attached thereto are true and correct copies of letters signed by the Rating Agencies confirming that the Class A Notes have been rated "[___]" by [Rating Agencies], the Trustee shall also receive Class M-1 Notes have been rated "[__]" by [Rating Agencies], the Class M-2 Notes have been rated "[__]" by [Rating Agencies] and the Class B Notes have been rated "[___]" by [Rating Agencies]; and (vi) each of the Mortgage Assets satisfies the requirements of subsection (c) below; (c) all of the Mortgage Assets and all Mortgage Asset Documents (except that (A) in lieu of delivering the Mortgage Asset Documents for any Mortgage Asset which has been the subject of a Full Prepayment received by either Servicer after the Cut-Off Date but no later than five Business Days prior to the Closing Date, the Issuer may deliver, or cause to be delivered, as indicated in the Officer's Certificate from the applicable Servicer delivered pursuant to subsection (e) of this Section 2.12, the cash proceeds of such other fundsFull Prepayment, accounts, documents, certificates, instruments or opinions as may be (B) in lieu of delivering the Mortgage Asset Documents for any Mortgage Asset with respect to which foreclosure proceedings have been commenced and such Mortgage Asset Documents are required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken.with the prosecution of such proceedings, the Issuer may deliver a trust receipt pursuant to Section 3.13(c) of this Indenture and (C) the Indenture Trustee's review of such Mortgage Asset Documents pursuant to Section 3.12 need not be completed until 90 days following the Closing Date), which Mortgage Assets: (i) shall have an Aggregate Principal Balance at least equal to $[___________] as of the Cut-Off Date, and (ii) shall satisfy each of the representations and warranties with respect to such Mortgage Assets set forth in Section 3.11 of this Indenture; (d) Notwithstanding executed counterparts of the foregoingServicing Agreements and an executed counterpart of the Standby Servicing Agreement; (e) Officer's Certificates from the Servicers, if dated as of the Closing Date, certifying that all Monthly Payments (net of the Servicing Fee) on the Initial Mortgage Assets due after the Cut-Off Date and received more than five Business Days prior to the Closing Date plus the proceeds of each Full Prepayment of any Note shall such Initial Mortgage Asset (including any related payment of interest) received by the Servicers after the Cut-Off Date but more than five Business Days prior to the Closing Date have been authenticated and delivered hereunder but never issued or sold remitted to the Indenture Trustee for deposit in the Collection Account in accordance with Section 2.08 of the Servicing Agreements, setting forth (i) the amount which represents a Full Prepayment received by the Issuer, and Servicers after the Issuer shall deliver such Note Cut-Off Date but more than five Business Days prior to the Trustee for cancellation as provided in Section 2.18 together with Closing Date and (ii) the aggregate amount so remitted; (f) a written statement letter, addressed to the Indenture Trustee, of a firm of Independent Accountants of recognized national reputation to the effect that: (1) they have performed the following procedures (which need not comply constitute an examination in accordance with generally accepted auditing standards), including randomly selecting a sample of the Initial Mortgage Assets, and comparing the Mortgage Asset number, the total number of Monthly Payments to be made under the Mortgage Asset during its term, the total finance charge over the term of the related Account Note or Mortgage Note, Monthly Payment, amount financed and the original principal balance set forth in the related Mortgage Asset Documents to the corresponding item in the Schedule of Mortgage Assets; and (2) based upon the above-specified procedures, such firm has determined that they are 95% confident that the particular attributes of the Mortgage Assets tested by them as described in paragraph (1)(A) above will not vary from the corresponding information set forth on the Schedule of Mortgage Assets attached hereto for more than 3% of all of the Mortgage Assets. (g) cash in the amount equal to the amount, if any, required to be remitted to the Indenture Trustee pursuant to Section 2.08 of the Servicing Agreements (as indicated by the Officer's Certificates from the Servicers delivered pursuant to subsection (e) of this Section 2.12) and deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with Section 14.2 8.02; (h) an executed copy of the Purchase and need not be accompanied by Sale Agreement; (i) an executed copy of the Trust Agreement; (j) an executed copy of the Holding Account Agreement; (k) a copy of the fidelity bonds required pursuant to Section 4.05 of the Servicing Agreements; and (l) an Opinion of Counsel) stating that such Note has never been issued or sold Counsel in the form required by the Issuerunderwriting agreement among Mid-State Homes, for all purposes of this Indenture such Note shall be deemed never to have been authenticated Inc. and delivered hereunder and shall never have been or be entitled to the benefits hereof[Underwriters].

Authentication and Delivery of Notes. (a) Any time and Notes of any one or more Series may from time to time after be executed by the execution Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Issuer and specifying the Series, the Classes within such Series, the Final Maturity Date of each Class, the principal amount and the Class Interest Rate and the method of determining such Class Interest Rate, of each Class of such Notes to be authenticated and delivered; (b) in case the Notes to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Supplement, accompanied by (i) the written consent of the Surety Provider as to the issuance of such Series and the form of such Terms Supplement, and (ii) an Issuer Order authorizing such Terms Supplement (and, in the case of the first Series to be authenticated and delivered hereunder, authorizing this Indenture), designating the new Series to be created and prescribing, consistent with the applicable provisions of this Indenture, the Issuer may deliver Notes executed by the Issuer terms and provisions relating to the Trustee for authentication, together with an Issuer Order for the authentication and delivery Notes of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder.Series; (c) The Opinions of Counsel addressed to the Indenture Trustee shall have and the right Surety Provider, and to decline the effect that: (i) all instruments furnished to the Indenture Trustee in connection with such Notes conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee then applied for; (ii) all conditions precedent provided for in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Terms Supplement relating to such Notes (and, in the case of the first Series to be authenticated and delivered hereunder, this Indenture), and to issue such Notes, and the Issuer has duly taken all necessary action under the Trust Agreement for those purposes; (iv) the Issuer is a __________ business trust and the issuance of the Notes then applied for is in conformity with the terms of and duly authorized by the Trust Agreement; (v) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the related Terms Supplement, as executed and delivered by the Issuer, are the valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (vi) the Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, equally and ratably with all other Notes of such Series, if any, theretofore issued, authenticated, delivered and paid for and then Outstanding hereunder, and enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (vii) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan; (viii) the Trust Agreement authorizes the Issuer to Grant the Indenture Trust Estate to the Indenture Trustee as security for the Notes of such Series and all previously issued and Outstanding Series and the Issuer has taken all necessary action under the Trust Agreement to Grant the Indenture Trust Estate to the Indenture Trustee; (ix) the Terms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Series and all previously issued and Outstanding Series and all proceeds therefrom and the Pledged Accounts or Funds for such Series and all previously issued and Outstanding Series to the lien and security interest of this Indenture; (x) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Series and all previously issued and Outstanding Series, with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Terms Supplement for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Series and all previously issued and Outstanding Series until March 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.6 being described therein; (xi) this Indenture and the Terms Supplement for such Series have been duly qualified under the TIA, or that no qualification of such Terms Supplement under the TIA is necessary; the execution of the Terms Supplement for such Series requires the requalification of this Indenture under the TIA, or that no requalification of the Indenture under the TIA is necessary by virtue of the execution of such Terms Supplement; and (xii) no authorization, approval or consent of any governmental body having jurisdiction over the Issuer which has not been obtained by the Issuer is required for the valid issuance and delivery of the Notes. (d) an Officer's Certificate of the Administrator on behalf of the Issuer stating that: (i) the Issuer is not in Default under this Indenture or the Insurance Agreement and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement, the Insurance Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (ii) the Issuer is the owner of each Financed Student Loan securing such Series and any previously issued Series, has not assigned any interest or participation in any such Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Financed Student Loan to the Indenture Trustee; (iii) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title, and interest in each such Financed Student Loan; (iv) attached thereto are true and correct copies of letters signed by each Rating Agency confirming that the Notes of such new Series have been rated in the highest rating categories by such Rating Agency. (e) Unless any of the requirements set forth herein shall also receive be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Series and all previously issued and Outstanding Series: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement and the Insurance Agreement; and (ii) have been endorsed as provided in the Sale and Servicing Agreement; (f) Cash in the amount, if any, required by the terms of the related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee and applied in accordance with the terms hereof or as otherwise provided in the related Series Supplement; (g) Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other fundsassets specified in or permitted by the related Terms Supplement in the respective amounts, accountsif any, required by the terms of the related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (h) If such Series is directly insured, guaranteed or otherwise backed, the Note Surety Bond for such Series; (i) An executed counterpart of the Terms Supplement; and (j) Such other documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and terms of the Issuer shall deliver Terms Supplement creating such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion Series of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofNotes.

Authentication and Delivery of Notes. (a) Any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Order, without any further action by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior to the authentication and delivery of the Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.17 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Global Notes or Definitive Notes, without interest coupons, of any series executed by the Issuer Company to the Indenture Trustee for authentication, authentication by the Indenture Trustee together with the applicable Pricing Supplement and an Issuer Issuance Order for the authentication and delivery of such Notes, and the Indenture Trustee shall thereupon authenticate and make available for delivery deliver such Notes in accordance with such Issuer Issuance Order. A Company Order may specify that written instructions to the Indenture Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any Person designated in such Company Order, without and the Indenture Trustee may conclusively rely on any further action such instructions as if given by the Issuer. (b) No Note Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be secured acceptable to the Indenture Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or forms or terms of the Notes of the series have been established by or entitled pursuant to any benefit one or more Board Resolutions, supplemental indentures or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture or in relation to such Notes, the Indenture Trustee shall be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature of any Authorized Signatoryentitled to receive upon its request, and such certificate upon any Notes (subject to Section 7.01) shall be conclusive evidencefully protected in relying upon, and the only evidence, that such Note has been duly authenticated and delivered thereunder. (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines Counsel stating: (1) that such action may not lawfully be taken by the Issuer form or the Trustee or if the Trustee forms have been established in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply conformity with the provisions of this Indenture; (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3) that such Notes, when authenticated and delivered by the Indenture Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or forms or terms have been so established, the Indenture Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Indenture Trustee or if the terms of such Notes are not administratively acceptable to the Indenture Trustee. Notwithstanding any document contrary provisions of Section 2.01 or instrument 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered in connection herewith, at or could expose the Trustee to personal liability. Prior prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Indenture Trustee may rely, as to the authorization by the Company of any of such Notes, the form or forms and delivery terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 of this Section, as applicable, in connection with the first authentication of such series. Notwithstanding any contrary provision of this Section 2.06 and in lieu of receiving or being required to request the receipt of the Opinion of Counsel contemplated by this Section 2.06 in connection with each series of the Notes, the Trustee shall also receive be entitled to conclusively rely and shall be fully protected in relying upon the Opinion or Opinions of Counsel for the Company delivered to the Trustee upon commencement of and upon any increase in the size of the Company's Program and upon commencement of and upon any increase in the size of a new program for the issuance of Notes, as to the due authorization by the Company of and the legality, validity, binding effect and enforceability of the Notes of all series. (b) Having received from the Company the documents referred to in Sections 2.02(b) and 2.06(a) (to the extent applicable), including the Issuance Order for the authentication and delivery of such Notes, on or before 10:00 a.m. (New York time) on the Issuance Date in relation to such Notes (unless otherwise agreed by the parties), the Indenture Trustee shall authenticate and deliver the relevant Global Note to the relevant custodian for DTC and/or any other relevant Clearing System or otherwise in accordance with such Clearing System's procedures. The Registrar shall give instructions to DTC and/or any other relevant Clearing System to credit Notes represented by a Global Note registered in the name of a nominee for such Clearing System, to the Registrar's distribution account and to hold each such Note to the order of the Company pending delivery to the purchasing agent(s) on a delivery against payment basis (or on such other fundsbasis as shall have been agreed between the Company and the purchasing agent(s) and notified to the Registrar) in accordance with the normal procedures of DTC or such other Clearing System, accounts, documents, certificates, instruments or opinions as the case may be required thereunder and, following payment (unless otherwise agreed), to debit the Notes represented by such Global Note to such securities account(s) as shall have been notified in writing to the Registrar by the Company. The Indenture Trustee shall on the Issuance Date in respect of such Notes, and upon receipt of funds from the purchasing agent(s), transfer, or it cause to be transferred, the proceeds of issue (net of any applicable commissions, fees or like amounts specified in writing by the Company) to or as directed by the Company. It is understood that the preceding two sentences are applicable only to Periodic Offerings. If no such securities account(s) shall have been specified, or the Notes are not intended to be cleared through any Clearing System, the Registrar shall authenticate and make available at its specified office on the Issuance Date in respect of the Notes the relevant Global Note or the relevant Definitive Notes, as the case may request in order be, duly executed and made available to provide it with assurances that all action necessary in connection therewith has been takenthe Registrar by the Company. (c) Each Note shall be dated the date of its authentication. (d) Notwithstanding The Indenture Trustee's certificate of authentication shall be in substantially the foregoingfollowing form: This is one of the Notes of Hartford Life Insurance Company referred to in the within-mentioned Indenture. Dated: JPMorgan Chase Bank, if N.A. as Indenture Trustee By:________________________________ authorized officer In case any officer of the Indenture Trustee who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be delivered by the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Indenture Trustee. In addition, any Note may be signed on behalf of the Indenture Trustee by such persons as, at the actual date of the execution of such Note, shall have been authenticated and delivered hereunder but never issued or sold by be authorized officers of the IssuerIndenture Trustee, and although at the Issuer shall deliver such Note to date of the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes execution of this Indenture any such Note person was not such officer. In authenticating Notes hereunder, the Indenture Trustee shall be deemed never entitled to have conclusively assume that any Note authenticated by it has been authenticated duly executed on behalf of, and delivered hereunder is a legal, valid, binding and shall never have been or be enforceable obligation of, the Company and is entitled to the benefits hereofof this Indenture.

Authentication and Delivery of Notes. (a) Any Subject to Section 2.3, at any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes of any series executed by the Issuer Company to the Trustee for authentication, together with an Issuer a Company Order for the authentication and delivery of such Notes, and the Trustee shall thereupon authenticate and make available for delivery such Notes in accordance with such Issuer Company Order, without any further action by the Issuer. (b) Company. No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereofherein, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Notes shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereunder.. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 8.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Notes of such series; (b) an Officers’ Certificate of the Company (i) certifying as to Board Resolutions of the Company by or pursuant to which the terms of the Notes of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee’s authentication and delivery of such Notes have been complied with and (iii) certifying that the terms of the Notes of such series are not inconsistent with the terms of this Indenture as then and theretofore supplemented; (c) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines Counsel to the effect that (i) the form or forms and the terms of such action may not lawfully be taken Notes have been established by the Issuer or the Trustee or if the Trustee a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply conformity with the provisions of this Indenture or any document or instrument delivered in connection herewithand (ii) the Notes of such series, or could expose when authenticated and made available for delivery by the Trustee and issued by the Company in the manner and subject to personal liabilityany conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights and remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and (d) such other documents and evidence with respect to the Company as the Trustee may reasonably request. Prior to the authentication and delivery of the a series of Notes, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) by the related Series Supplemental Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.18 2.12 together with a written statement (which need not comply with Section 14.2 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the IssuerCompany, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Notes. (a) Any time and Notes may from time to time after be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Order authorizing the execution, authentication and delivery of such Notes by the Issuer and specifying the Classes, the Final Maturity Date of each Class, the principal amount and the Class Interest Rate and the method of determining such Class Interest Rate, of each Class of such Notes to be authenticated and delivered; (b) Opinions of Counsel addressed to the Indenture Trustee substantially to the effect that: (i) the Eligible Lender Trustee is an "eligible lender" under the terms of the Higher Education Act and HEAL Act, has corporate power to execute and deliver the Trust Agreement, the Trust Agreement authorizes the Issuer to execute and deliver the Indenture and Terms Supplement relating to such Notes and to issue such Notes, and the Issuer has duly taken all necessary action under the Trust Agreement for those purposes; (ii) the Issuer is a Delaware business trust; (iii) assuming due execution and delivery thereof by the Indenture Trustee, this Indenture and the related Terms Supplement, as executed and delivered by the Issuer, are the valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies, and the execution of such Terms Supplement is authorized or permitted by Section 9.1 of this Indenture; (iv) the Notes then applied for, when issued, delivered, authenticated and paid for, will be the valid, legal and binding obligations of the Issuer, entitled to the benefits of this Indenture and the related Terms Supplement, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and such counsel need express no opinion with respect to the availability of equitable remedies; (v) the Issuer has Granted to the Indenture Trustee a lien and first perfected security interest in all of its right, title and interest in each such Financed Student Loan (with priority being based solely on UCC searches conducted, as specified in the opinion and only as to priority over other security interests perfected by UCC filings); (vi) the Trust Agreement authorizes the Issuer to Grant the Indenture Trust Estate to the Indenture Trustee as security for the Notes; (vii) the Terms Supplement delivered to the Indenture Trustee with such Opinion of Counsel subjects the Financed Student Loans securing such Notes and all proceeds therefrom and the Pledged Accounts or Funds for such Notes to the lien and security interest of this Indenture; (viii) such action has been taken with respect to delivery of possession of the Indenture Trust Estate and with respect to the recording and filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest in the Indenture Trust Estate for such Notes, with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of this Indenture, the Terms Supplement for such Notes, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by this Indenture and the related Terms Supplements in the Indenture Trust Estate for such Notes until April 30 of the year in which the first Opinion of Counsel with respect to such Notes is required to be delivered under Section 3.6 being described therein; (ix) this Indenture and the Terms Supplement for such Notes have been duly qualified under the TIA, or that no qualification of this Indenture or the related Terms Supplement under the TIA is necessary; the execution of the Terms Supplement for such Notes requires the requalification of this Indenture under the TIA, or that no requalification of the Indenture under the TIA is necessary by virtue of the execution of such Terms Supplement; and (x) no authorization, approval or consent of any governmental body having jurisdiction over the Issuer may deliver Notes executed which has not been obtained by the Issuer to the Trustee for authentication, together with an Issuer Order is required for the authentication valid issuance and delivery of such the Notes, and the Trustee shall thereupon authenticate and make available for delivery except such Notes in accordance with such Issuer Order, without any further action as may be required by the Issuer. (b) No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, in the form provided for in Section 2.4 hereof, executed by the Trustee by the manual signature blue sky laws of any Authorized Signatory, jurisdiction in connection with the sale and such certificate upon any distribution of the Notes shall for which no opinion need be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered thereundergiven. (c) The an Officer's Certificate of the Administrator on behalf of the Issuer stating substantially to the effect that: (i) all instruments furnished to the Indenture Trustee shall have in connection with such Notes conform to the right requirements of this Indenture and constitute all the documents required to decline be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes under this Section 2.2 if the Trustee, after receipt of an Opinion of Counsel, determines that such action may not lawfully be taken by the Issuer or the Trustee or if the Trustee then applied for; (ii) all conditions precedent provided for in good faith by its Board of Directors, board of trustees, executive committee, a trust committee of directors or trustees or Responsible Officer shall determine that such action does not comply with the provisions of this Indenture or any document or instrument delivered in connection herewith, or could expose the Trustee to personal liability. Prior relating to the authentication and delivery of the Notes applied for have been complied with; (iii) the Issuer is not in Default under this Indenture and the issuance of the Notes applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Trust Agreement, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; and (iv) the Issuer is the beneficial owner of each Financed Student Loan securing such Notes, has not assigned any interest or participation in any such Financed Student Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Financed Student Loan to the Indenture Trustee. (d) Unless any of the requirements set forth herein shall be deleted by the related Terms Supplement, an Officer's Certificate of the Administrator on behalf of the Issuer stating that all of the Financed Student Loans and any other assets securing such Notes: (i) satisfy each of the requirements established for such Financed Student Loans in the related Terms Supplement; and (ii) have been endorsed as provided in the Transfer and Servicing Agreement; (e) Cash in the amount, if any, required by the terms of the related Terms Supplement to be deposited in the Collection Account and held by the Indenture Trustee shall also receive such and applied in accordance with the terms hereof or as otherwise provided in the related Terms Supplement; (f) Cash, Eligible Investments or (if permitted by the related Terms Supplement) a Qualified Letter of Credit or any other fundsassets specified in or permitted by the related Terms Supplement in the respective amounts, accountsif any, required by the terms of the related Terms Supplement to be maintained in the Reserve Account and held by the Indenture Trustee; (g) An executed counterpart of the Terms Supplement; and (h) Such other documents, certificates, instruments or opinions as may be reasonably required thereunder or it may request in order to provide it with assurances that all action necessary in connection therewith has been taken. (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued or sold by the Issuer, and terms of the Issuer shall deliver Terms Supplement creating such Note to the Trustee for cancellation as provided in Section 2.18 together with a written statement (which need not comply with Section 14.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued or sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereofNotes.