Common use of Authentication and Delivery of Notes Clause in Contracts

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

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

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

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

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

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

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

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

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