Common use of Authentication of Notes Clause in Contracts

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Class X Certificate, the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall may be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (ia) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (iib) All of the items of Collateral that are to which shall be delivered to the Indenture Trustee or its designee;. (iiic) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;. (ivd) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee and the Securities Insurer to the effect that: (Ai) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (ii) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (iii) the Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement; (iv) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, 12 Del. C. Section 3801, et seq., and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement, the Insurance Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (Bv) assuming due authorization, execution and delivery thereof by the issuance Indenture Trustee, the Indenture is the valid, legal and binding obligation of the Notes has been duly Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and validly authorized by other similar laws of general application affecting the Issuerrights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (Cvi) the Notes, when executed and authenticated in accordance with the provisions of this Indenture as provided herein and delivered against payment therefor, will be the legalvalid, valid legal and binding obligations of the Issuer pursuant to the terms of this Indenture and will be Indenture, entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (Dvii) all conditions precedent provided for in this Indenture relating the Trust Agreement authorizes the Issuer to Grant the Collateral to the authentication of Indenture Trustee as security for the Notes have been complied withand the Owner Trustee has taken all necessary action under the Trust Agreement to Grant the Collateral to the Indenture Trustee; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (Iviii) this Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (ix) this Indenture, together with the Grant of the Collateral to the Indenture Trustee, creates a valid security interest in the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders; (x) such action has been taken with respect to delivery of possession of the Collateral, and with respect to the execution and filing of this Indenture and any financing statements as are necessary to make effective and to perfect a first priority security interest created by this Indenture in the Collateral in favor of the Indenture Trustee, except that with respect to the Debt Instruments, possession of such Debt Instruments must be maintained by the Indenture Trustee or an agent of the Indenture Trustee (other than the Issuer, an Affiliate of the Issuer, or a "securities intermediary," as defined in Section 8.102 of the UCC, an agent of the Indenture Trustee; and (Jxi) upon no authorization, approval or consent of any governmental body having jurisdiction in the filing of a Form UCC1 against premises which has not been obtained by the Issuer in is required to be obtained by the appropriate filing office in Issuer for the State valid issuance and delivery of Delawarethe Notes, the Indenture Trustee will have a perfectedexcept that no opinion need be expressed with respect to any such authorizations, first priority security interest in the Mortgage Notes approvals or consents as may be required under the UCCany state securities "blue sky" laws. (ve) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 11.1 and stating that: (Ai) 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 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; (Bii) the Issuer (i) has good and marketable title to is the Mortgage Loans being Granted to owner of all of the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claimHome Loans, (ii) has not assigned, pledged or otherwise encumbered assigned any interest or participation in the Mortgage Home Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Home Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (Eiii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral Collateral, and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (Iiv) attached thereto is a are true and correct copy copies of each letter letters signed by Moodx'x xxx S&P confirming that each Rating Agency to the effect that Class of the Notes and the Certificates have been assigned the Required Ratingrated "Aaa" and "AAA" by Moodx'x and S&P, respectively; and (Jv) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (bf) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ A fair value certificate from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) abovean Independent Person.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this the Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral;; and (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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 proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; (B) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged form UCC-1 filed or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 filed against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral, shall contain a statement that a purchaser of a security interest in any Collateral shall be filed no later than ten days after described in such financing statement will violate the Closing Date and name rights of the Indenture Trustee Trustee, as secured party party, in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (IC) attached thereto is a are true and correct copy copies of each letter letters signed by each the Rating Agency Agencies to the effect that the each Class of Notes have being rated by it has been assigned the Required Rating; and (JD) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating AgenciesAgencies and the Indenture Trustee, which shall be conclusively evidenced by Indenture Trustee’s authentication and delivery of the Notes and the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(Ia)(v)(B) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall may be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (ia) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (iib) All of the items of Collateral that are to which shall be delivered to the Indenture Trustee or its designee;. (iiic) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;. (ivd) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee and the Securities Insurer to the effect that: (Ai) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (ii) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (iii) the Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement; (iv) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of [Delaware], 12 Del. C. Section 3801, et seq., and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement, the Insurance Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (Bv) assuming due authorization, execution and delivery thereof by the issuance Indenture Trustee, the Indenture is the valid, legal and binding obligation of the Notes has been duly Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and validly authorized by other similar laws of general application affecting the Issuerrights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (Cvi) the Notes, when executed and authenticated in accordance with the provisions of this Indenture as provided herein and delivered against payment therefor, will be the legalvalid, valid legal and binding obligations of the Issuer pursuant to the terms of this Indenture and will be Indenture, entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (Dvii) all conditions precedent provided for in this Indenture relating the Trust Agreement authorizes the Issuer to Grant the Collateral to the authentication of Indenture Trustee as security for the Notes have been complied withand the Owner Trustee has taken all necessary action under the Trust Agreement to Grant the Collateral to the Indenture Trustee; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (Iviii) this Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (ix) this Indenture, together with the Grant of the Collateral to the Indenture Trustee, creates a valid security interest in the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders; (x) such action has been taken with respect to delivery of possession of the Collateral, and with respect to the execution and filing of this Indenture and any financing statements as are necessary to make effective and to perfect a first priority security interest created by this Indenture in the Collateral in favor of the Indenture Trustee, except that with respect to the Debt Instruments, possession of such Debt Instruments must be maintained by the Indenture Trustee or an agent of the Indenture Trustee (other than the Issuer, an Affiliate of the Issuer, or a "securities intermediary," as defined in Section 8.102 of the UCC, an agent of the Indenture Trustee; and (Jxi) upon no authorization, approval or consent of any governmental body having jurisdiction in the filing of a Form UCC1 against premises which has not been obtained by the Issuer in is required to be obtained by the appropriate filing office in Issuer for the State valid issuance and delivery of Delawarethe Notes, the Indenture Trustee will have a perfectedexcept that no opinion need be expressed with respect to any such authorizations, first priority security interest in the Mortgage Notes approvals or consents as may be required under the UCCany state securities "blue sky" laws. (ve) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 11.1 and stating that: (Ai) 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 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; (Bii) the Issuer (i) has good and marketable title to is the owner of all of the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claimLoans, (ii) has not assigned, pledged or otherwise encumbered assigned any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (Eiii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral Collateral, and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (Iiv) attached thereto is a are true and correct copy copies of each letter letters signed by each Rating Agency to the effect [Xxxxx'x] and [S&P] confirming that the Notes and the Certificates have been assigned the Required Ratingrated ["Aaa"] and ["AAA"] by [Xxxxx'x] and [S&P], respectively; and (Jv) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (bf) The representations and warranties made A fair value certificate from the Servicer, as agent of the Trust, pursuant to Section 2(a)M of the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) aboveAdministration Agreement.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this the Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral;; and (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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 proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; (B) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a are true and correct copy copies of each letter letters signed by each the Rating Agency Agencies to the effect that the each Class of Notes have has been assigned the Required Rating; and (JC) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating AgenciesAgencies and the Indenture Trustee, which shall be conclusively evidenced by Indenture Trustee’s authentication and delivery of the Notes and the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(Ia)(v)(B) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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 proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; (B) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(Ia)(v)(B) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(Ia)(v)(B) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, the Assignment and Assumption Agreements and the Sale and Servicing Agreement and an executed original of the Trust Residual Interest Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this the Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral;; and (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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 proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; (B) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a are true and correct copy copies of each letter letters signed by each the Rating Agency Agencies to the effect that the each Class of Notes have has been assigned the Required Rating; and (JC) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating AgenciesAgencies and the Indenture Trustee, which shall be conclusively evidenced by Indenture Trustee’s authentication and delivery of the Notes and the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(Ia)(v)(B) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall may be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (ia) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (iib) All of the items of Collateral that are to constituting the Indenture Trust Estate, which shall be delivered to the Indenture Trustee or its designee;. (iiic) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;. (ivd) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee and the Securities Insurer to the effect that: (Ai) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (ii) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (iii) the Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement; (iv) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, 12 Del. C. Section 3801, et seq., and has power, authority and (v) assuming due authorization, execution and delivery thereof by the Indenture Trustee, the Indenture is the valid, legal right and binding obligation of the Issuer, enforceable in accordance with its terms, subject to execute bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and deliver this Indenture other similar laws of general application affecting the rights of creditors generally and the other Operative Agreements to which it general principles of equity (regardless of whether such enforcement is considered in a partyproceeding in equity or at law); (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (Cvi) the Notes, when executed and authenticated in accordance with the provisions of this Indenture as provided herein and delivered against payment therefor, will be the legalvalid, valid legal and binding obligations of the Issuer pursuant to the terms of this Indenture and will be Indenture, entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (Dvii) all conditions precedent provided for in this the Trust Agreement authorizes the Issuer to Grant the Indenture relating Trust Estate to the authentication of Trustee as security for the Notes have been complied withand the Owner Trustee has taken all necessary action under the Trust Agreement to Grant the Indenture Trust Estate to the Indenture Trustee; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (Iviii) this Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (ix) this Indenture, together with the Grant of the Indenture Trust Estate to the Indenture Trustee, creates a valid security interest in the Indenture Trust Estate in favor of the Indenture Trustee for the benefit of the Noteholders; (x) such action has been taken with respect to delivery of possession of the Indenture Trust Estate, and with respect to the execution and filing of this Indenture and any financing statements as are necessary to make effective and to perfect a first priority security interest created by this Indenture in the Indenture Trust Estate in favor of the Indenture Trustee, except that with respect to the Debt Instruments, possession of such Debt Instruments must be maintained by the Indenture Trustee or an agent of the Indenture Trustee (other than the Issuer, an Affiliate of the Issuer, or a "securities intermediary," as defined in Section 8.102 of the UCC, an agent of the Indenture Trustee; and (Jxi) upon no authorization, approval or consent of any governmental body having jurisdiction in the filing of a Form UCC1 against premises which has not been obtained by the Issuer in is required to be obtained by the appropriate filing office in Issuer for the State valid issuance and delivery of Delawarethe Notes, the Indenture Trustee will have a perfectedexcept that no opinion need be expressed with respect to any such authorizations, first priority security interest in the Mortgage Notes approvals or consents as may be required under the UCCany state securities "blue sky" laws. (ve) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 11.1 and stating that: (Ai) 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 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; (Bii) the Issuer (i) has good and marketable title to is the Mortgage Loans being Granted to owner of all of the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claimHome Loans, (ii) has not assigned, pledged or otherwise encumbered assigned any interest or participation in the Mortgage Home Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Home Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (Eiii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral Indenture Trust Estate, and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (Iiv) attached thereto is a are true and correct copy copies of each letter letters signed by Moodx'x xxx S&P confirming that each Rating Agency to the effect that Class of the Notes and the Certificates have been assigned the Required Ratingrated "Aaa" and "AAA" by Moodx'x xxx S&P, respectively; and (Jv) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (bf) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ A fair value certificate from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) abovean Independent Person.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (ii) All of the items of Collateral that are to be shall have been delivered to the Indenture Trustee or its designee;. (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee and the Note Insurer to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture Indenture, the Insurance Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (E) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (EF) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (FG) Neither the Issuer nor the Seller is not required to be registered or will, as a result of the sale of the Notes as contemplated in the Note Purchase Agreement, become an "investment company" or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended;, which would be required to register under such act. (GH) The Notes will be treated as indebtedness for federal income tax purposes and not as an ownership interest in the assets of the Issuer will not be characterized or as an equity interest in the Issuer or in a separate association (or publicly traded partnership) taxable as a corporation;. (HI) As long as the provisions Issuer has only a single owner, the Issuer will be disregarded as an entity separate from such owner for federal income tax purposes. (J) Upon creation of this the Trust Estate under the Indenture are sufficient and delivery of the Notes by the Indenture Trustee for value in accordance with the instructions of the Issuer and, in the case of Subsequent Home Loans, upon the Grant for value thereof by the Issuer to the Indenture Trustee pursuant to the applicable Subsequent Transfer Agreement, the Indenture will be effective to create in favor of the Indenture Trustee a valid security interest under the Uniform Commercial Code as currently in effect in the State of New York (the "New York UCC") in all right, title and interest of the Issuer in those portions of the Trust Estate in which a security interest may be created pursuant to Article 9 of the New York UCC; and (K) The security interest referred to in paragraph (J) above in the items of the Trust Estate described below will be perfected as described below: (1) The delivery by the Issuer to the Custodian, on behalf of the Indenture Trustee, in the State of Texas of the Debt Instruments pursuant to (2) The security interest in the portion of the Trust Estate constituting "proceeds" (as defined in Section 9.306(a) of the Texas UCC) from the Debt Instruments will be perfected as and to the extent provided in Section 9.306 of the Texas UCC and, assuming that none of such proceeds represent proceeds (as defined in the Texas UCC) of collateral in which another party has a prior perfected security interest, the Indenture Trustee will acquire such security interest in such proceeds free and clear of any prior lien of a kind which may be perfected under Article 9 of the Texas UCC. (3) The filing of the UCC-1 Financing Statement with respect to the other assets comprising the Trust Estate which constitute "general intangibles" under Article 9 of the New York UCC and Article 9 of the Texas UCC (as used in this Section, the "Filing Collateral") with the Secretary of the State of the State of Texas will perfect such security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing Texas UCC in all right, title and interest of a Form UCC1 against the Issuer in the appropriate filing office Filing Collateral in which a security interest may be perfected under Article 9 of the Texas UCC and, assuming that the Filing Collateral does not represent proceeds (as defined in the State Texas UCC) of Delawarecollateral in which another secured party has a prior perfected security interest, the Indenture Trustee will have a perfected, first priority acquire such security interest in the Mortgage Notes Filing Collateral free and clear of any prior lien of a kind which may be perfected under Article 9 of the Texas UCC. (v4) The security interest in the portion of the Trust Estate constituting "proceeds" (as defined in Section 9.306(1) of the Texas UCC) from the Filing Collateral will be perfected as and to the extent provided in Section 9.306 of the Texas UCC and, assuming that none of such proceeds represents proceeds (as defined in the Texas UCC) of collateral in which another party has a prior perfected security interest, the Indenture Trustee will acquire such security interest in such proceeds free and clear of any prior lien of a kind which may be perfected under Article 9 of the Texas UCC. (iv) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.11.1

Authentication of Notes. (a) The Notes shall be ----------------------- authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) A fair value certificate from the Servicer, as agent of the Trust, pursuant to Section 2(a)(xi) of the Administration Agreement; (v) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (E) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (EF) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (FG) the The Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (GH) the The Notes will be treated as indebtedness for federal income tax purposes; (I) The Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (HJ) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this This Indenture has been duly qualified under the Trust Indenture Act; andAct of 1939; (JK) upon the filing of a Form UCC1 against The delivery by the Issuer in to the appropriate filing office Custodian, on behalf of the Indenture Trustee, in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate Texas of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted Debt Instruments pursuant to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in will perfect the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf under the Texas UCC in all right, title and interest of the NoteholdersIssuer in such Debt Instruments and, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to assuming the Indenture Trustee all of acquires its right, title, and interest in the Collateral and has delivered or caused such Debt Instruments without knowledge that the same are subject to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; a security interest (F) other than the security interest Granted to the created by this Indenture), Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a will acquire such security interest in, or otherwise conveyed in such Debt Instruments free and clear of any interest in prior lien of a kind which may be perfected under Article 9 of the CollateralTexas UCC. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would Debt Instruments constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description "instruments" under Article 9 of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit New York UCC and Article 9 of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required RatingTexas UCC; and (JL) all conditions precedent provided for The security interest in this Indenture relating the portion of the Trust Estate constituting "proceeds" (as defined in Section 9.306(a) of the Texas UCC) from the Debt Instruments will be perfected as and to the authentication and delivery extent provided in Section 9.306 of the Notes have been complied with. Texas UCC and, assuming that none of such proceeds represent proceeds (bas defined in the Texas UCC) The representations and warranties made pursuant to of collateral in which another party has a prior perfected security interest, the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described Trustee will acquire such security interest in such subsection so long as such Opinions proceeds free and clear of Counsel so delivered are acceptable to any prior lien of a kind which may be perfected under Article 9 of the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) aboveTexas UCC.

Authentication of Notes. (a) The Notes shall may be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (ia) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (iib) All of the items of Collateral that are to constituting the Indenture Trust Estate, which shall be delivered to the Indenture Trustee or its designee;. (iiic) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;. (ivd) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee [and the Securities Insurer] to the effect that: (Ai) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (ii) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (iii) the Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement; (iv) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, 12 Del. C. Section 3801, et seq., and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement, the Insurance Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (Bv) assuming due authorization, execution and delivery thereof by the issuance Indenture Trustee, the Indenture is the valid, legal and binding obligation of the Notes has been duly Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and validly authorized by other similar laws of general application affecting the Issuerrights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (Cvi) the Notes, when executed and authenticated in accordance with the provisions of this Indenture as provided herein and delivered against payment therefor, will be the legalvalid, valid legal and binding obligations of the Issuer pursuant to the terms of this Indenture and will be Indenture, entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (Dvii) all conditions precedent provided for in this the Trust Agreement authorizes the Issuer to Grant the Indenture relating Trust Estate to the authentication of Trustee as security for the Notes have been complied withand the Owner Trustee has taken all necessary action under the Trust Agreement to Grant the Indenture Trust Estate to the Indenture Trustee; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (Iviii) this Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (ix) this Indenture, together with the Grant of the Indenture Trust Estate to the Indenture Trustee, creates a valid security interest in the Indenture Trust Estate in favor of the Indenture Trustee for the benefit of the Noteholders; (x) such action has been taken with respect to delivery of possession of the Indenture Trust Estate, and with respect to the execution and filing of this Indenture and any financing statements as are necessary to make effective and to perfect a first priority security interest created by this Indenture in the Indenture Trust Estate in favor of the Indenture Trustee, except that with respect to the Debt Instruments, possession of such Debt Instruments must be maintained by the Indenture Trustee or an agent of the Indenture Trustee (other than the Issuer, an Affiliate of the Issuer, or a "securities intermediary," as defined in Section 8.102 of the UCC, an agent of the Indenture Trustee; and (Jxi) upon no authorization, approval or consent of any governmental body having jurisdiction in the filing of a Form UCC1 against premises which has not been obtained by the Issuer in is required to be obtained by the appropriate filing office in Issuer for the State valid issuance and delivery of Delawarethe Notes, the Indenture Trustee will have a perfectedexcept that no opinion need be expressed with respect to any such authorizations, first priority security interest in the Mortgage Notes approvals or consents as may be required under the UCCany state securities "blue sky" laws. (ve) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 11.1 and stating that: (Ai) 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 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; (Bii) the Issuer (i) has good and marketable title to is the Mortgage Loans being Granted to owner of all of the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claimHome Loans, (ii) has not assigned, pledged or otherwise encumbered assigned any interest or participation in the Mortgage Home Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Home Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (Eiii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral Indenture Trust Estate, and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (Iiv) attached thereto is a are true and correct copy copies of each letter letters signed by Moody's and S&P confirming that each Rating Agency to the effect that Class of the Notes and the Certificates have been assigned the Required Ratingrated "Aaa" and "AAA" by Moody's and S&P, respectively; and (Jx) all xll conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (bf) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ A fair value certificate from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) abovean Independent Person.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, the Assignment and Assumption Agreements and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this the Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral;; and (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCC. (v) An Officer’s Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall be ----------------------- authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) A fair value certificate from the Servicer, as agent of the Trust, pursuant to Section 2(a)(xi) of the Administration Agreement; (v) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (E) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (EF) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (FG) the The Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (GH) the The Notes will be treated as indebtedness for federal income tax purposes; (I) The Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (HJ) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this This Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (K) The delivery by the Issuer to the Custodian, on behalf of the Indenture Trustee, in the State of Texas of the Debt Instruments pursuant to the Indenture will perfect such security interest in favor of the Indenture Trustee under the Texas UCC in all right, title and interest of the Issuer in such Debt Instruments and, assuming the Indenture Trustee acquires its interest in such Debt Instruments without knowledge that the same are subject to a security interest (other than the security interest created by this Indenture), Indenture Trustee will acquire such security interest in such Debt Instruments free and clear of any prior lien of a kind which may be perfected under Article 9 of the Texas UCC. The Debt Instruments constitute "instruments" under Article 9 of the New York UCC and Article 9 of the Texas UCC; and (JL) upon the filing of a Form UCC1 against the Issuer The security interest in the appropriate filing office portion of the Trust Estate constituting "proceeds" (as defined in Section 9.306(a) of the Texas UCC) from the Debt Instruments will be perfected as and to the extent provided in Section 9.306 of the Texas UCC and, assuming that none of such proceeds represent proceeds (as defined in the State Texas UCC) of Delawarecollateral in which another party has a prior perfected security interest, the Indenture Trustee will have a perfected, first priority acquire such security interest in such proceeds free and clear of any prior lien of a kind which may be perfected under Article 9 of the Mortgage Notes under the Texas UCC. (vvi) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.11.01

Authentication of Notes. (a) The Notes Each Note shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee manual signature of the followingIssuing and Paying Agent who shall, pursuant to the provisions hereof, authenticate and deliver Notes in accordance with the terms of Section 3.01 hereof. Notwithstanding anything to the contrary, the Issuing and Paying Agent shall not authenticate any Note if: (i) An Issuer Order authorizing such delivery would result in the execution and authentication principal amount of all Notes of any Series Outstanding hereunder payable from a Letter of Credit, plus the amount of interest due on all such Notes;Outstanding Notes at the maturity thereof, being in excess of the Available Amount with respect to such Letter of Credit; or (ii) All would result in the delivery of Tax-Exempt Notes bearing interest at an average rate per annum (calculated on the principal amount of the items Notes on the basis of Collateral that are to be delivered actual days elapsed) to the Indenture Trustee maturity date of such Notes in excess of 12% per annum, or its designee;an interest rate higher than the maximum rate then permitted by law; or (iii) An executed counterpart of the Trust Agreement, maturity date for such Notes exceeds the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;limitation established in Section 2.02(b)(ii); or (iv) Except to the extent provided Issuing and Paying Agent shall have actual knowledge or shall have been given written notice that an Event of Default under this Issuing and Paying Agent Agreement (other than an Event of Default described in subsection (e) of Section 7.01) shall have occurred and is continuing, or shall have received written notice from a Bank that an Event of Default described in subsection (e) of Section 7.01 has occurred and is continuing; or (v) the Issuing and Paying Agent shall have received notice that any Opinion of Bond Counsel delivered regarding the exclusion of interest on the Tax-Exempt Notes from the gross income of the Holders thereof for federal income tax purposes has been or is being withdrawn, which notice shall be concurrently delivered by such Bond Counsel to the City. (b) belowNotwithstanding Section 2.01(c) and Section 2.05(a)(i), Opinions in the event an Unreimbursed Drawing or Term Loan is outstanding with respect to a Letter of Counsel addressed Credit, the Issuing and Paying Agent shall authenticate and deliver a principal amount of Notes secured by such Letter of Credit which, together with the principal plus interest due at maturity on all Outstanding Notes secured by such Letter of Credit exceeds the Available Amount if, upon receipt of the proceeds of such Notes, the Issuing and Paying Agent shall have sufficient funds immediately available, and authorized pursuant to Section 2.01(b) to be used, to reimburse the related Bank for any Unreimbursed Drawings or Term Loans equal in the aggregate to the Indenture Trustee amount by which the Available Amount is exceeded, and the Issuing and Paying Agent shall have received written confirmation from such Bank that upon such reimbursement, the Letter of Credit will be reinstated to an aggregate amount sufficient to pay when due all of the effect that:principal and interest on all Notes then Outstanding secured by such Letter of Credit. Upon receipt of the proceeds of such Notes, the Issuing and Paying Agent shall immediately notify the Bank whose Unreimbursed Drawing or Term Loan is outstanding that it is holding such proceeds for the benefit of, and will immediately wire the same to, such Bank, and the Issuing and Paying Agent shall immediately do so. (Ac) the Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture and the other Operative Agreements to which it is a party; (B) the issuance Only such of the Notes has been duly and validly authorized as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, or as set forth in the Supplement creating such Series, manually executed by the Issuer; (C) the NotesIssuing and Paying Agent, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will shall be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be or obligatory for any purpose or entitled to the benefits of this IndentureIssuing and Paying Agent Agreement, and will such certificate of authentication when manually executed by the Issuing and Paying Agent shall be enforceable in accordance with their termsconclusive evidence that the Notes so authenticated have been duly executed, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance authenticated and other similar laws of general application affecting the rights of creditors generally delivered hereunder and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (D) all conditions precedent provided for in this Indenture relating are entitled to the authentication of the Notes have been complied with; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions benefits of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this Indenture has been duly qualified under the Trust Indenture Act; and (J) upon the filing of a Form UCC1 against the Issuer in the appropriate filing office in the State of Delaware, the Indenture Trustee will have a perfected, first priority security interest in the Mortgage Notes under the UCCIssuing and Paying Agent Agreement. (vd) An Officer’s Certificate The City agrees to furnish, from time to time, the Issuing and Paying Agent with a certificate certifying the incumbency and specimen signatures of Authorized Representatives. Until the Issuing and Paying Agent receives a subsequent incumbency certificate of the Depositor City, the Issuing and Paying Agent is entitled to rely on behalf the last such certificate delivered to it for purposes of determining the Authorized Representatives of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied withCity. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.

Authentication of Notes. (a) The Notes shall may be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (ia) An Issuer Order authorizing the execution and authentication of such Notes;Notes by the Issuer. (iib) All of the items of Collateral that are to which shall be delivered to the Indenture Trustee or its designee;. (iiic) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust;. (ivd) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee and the Securities Insurer to the effect that: (Ai) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (ii) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (iii) the Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement; (iv) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, 12 Del. C. Section 3801, et seq., and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement, the Insurance Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (Bv) assuming due authorization, execution and delivery thereof by the issuance Indenture Trustee, the Indenture is the valid, legal and binding obligation of the Notes has been duly Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and validly authorized by other similar laws of general application affecting the Issuerrights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (Cvi) the Notes, when executed and authenticated in accordance with the provisions of this Indenture as provided herein and delivered against payment therefor, will be the legalvalid, valid legal and binding obligations of the Issuer pursuant to the terms of this Indenture and will be Indenture, entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (Dvii) all conditions precedent provided for in this Indenture relating the Trust Agreement authorizes the Issuer to Grant the Collateral to the authentication of Indenture Trustee as security for the Notes have been complied withand the Owner Trustee has taken all necessary action under the Trust Agreement to Grant the Collateral to the Indenture Trustee; (E) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding in equity or at law); (F) the Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (G) the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (H) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (Iviii) this Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (ix) this Indenture, together with the Grant of the Collateral to the Indenture Trustee, creates a valid security interest in the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders; (x) such action has been taken with respect to delivery of possession of the Collateral, and with respect to the execution and filing of this Indenture and any financing statements as are necessary to make effective and to perfect a first priority security interest created by this Indenture in the Collateral in favor of the Indenture Trustee, except that with respect to the Debt Instruments, possession of such Debt Instruments must be maintained by the Indenture Trustee or an agent of the Indenture Trustee (other than the Issuer, an Affiliate of the Issuer, or a "securities intermediary," as defined in Section 8.102 of the UCC, an agent of the Indenture Trustee; and (Jxi) upon no authorization, approval or consent of any governmental body having jurisdiction in the filing of a Form UCC1 against premises which has not been obtained by the Issuer in is required to be obtained by the appropriate filing office in Issuer for the State valid issuance and delivery of Delawarethe Notes, the Indenture Trustee will have a perfectedexcept that no opinion need be expressed with respect to any such authorizations, first priority security interest in the Mortgage Notes approvals or consents as may be required under the UCCany state securities "blue sky" laws. (ve) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 11.1 and stating that: (Ai) 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 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; (Bii) the Issuer (i) has good and marketable title to is the Mortgage Loans being Granted to owner of all of the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claimHome Loans, (ii) has not assigned, pledged or otherwise encumbered assigned any interest or participation in the Mortgage Home Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Home Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (Eiii) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral Collateral, and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (Iiv) attached thereto is a are true and correct copy copies of each letter letters signed by Moodx'x xxx S&P confirming that each Rating Agency to the effect that Class of the Notes and the Certificates have been assigned the Required Ratingrated "Aaa" and "AAA" by Moodx'x xxx S&P, respectively; and (Jv) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (bf) The representations and warranties made A fair value certificate from the Servicer, as agent of the Trust, pursuant to Section 2(a)M of the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) aboveAdministration Agreement.

Authentication of Notes. (a) The Notes shall be authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (i) An Issuer Order authorizing the execution and authentication of such Notes; (ii) All of the items of Collateral that are to be delivered to the Indenture Trustee or its designee; (iii) An executed counterpart of the Trust Agreement, the Indenture, the Administration Agreement, and the Sale and Servicing Agreement and an executed original of the Trust Certificate and the Certificate of Trust; (iv) A fair value certificate from the Servicer, as agent of the Trust, pursuant to Section 2(a)(xi) of the Administration Agreement; (v) Except to the extent provided in subsection (b) below, Opinions of Counsel addressed to the Indenture Trustee to the effect that: (A) the Issuer has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and has power, authority and legal right to execute and deliver this Indenture Indenture, the Administration Agreement and the other Operative Agreements to which it is a partySale and Servicing Agreement; (B) the issuance of the Notes has been duly and validly authorized by the Issuer; (C) the Notes, when executed and authenticated in accordance with the provisions of this Indenture and delivered against payment therefor, will be the legal, valid and binding obligations of the Issuer pursuant to the terms of this Indenture and will be entitled to the benefits of this Indenture, and will be enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (D) all instruments furnished to the Indenture Trustee as conditions precedent to the authentication of the Notes by the Indenture Trustee pursuant to the Indenture conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Indenture Trustee to authenticate the Notes; (E) all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with; (EF) assuming due authorization, execution and delivery thereof by the Indenture Trustee, this Indenture has been duly executed and delivered by Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a Proceeding proceeding in equity or at law); (FG) the The Issuer is not required to be registered under the Investment Company Act of 1940, as amended; (GH) the The Notes will be treated as indebtedness for federal income tax purposes; (I) The Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (HJ) the provisions of this Indenture are sufficient to create a valid security interest in favor of the Indenture Trustee in the Collateral; (I) this This Indenture has been duly qualified under the Trust Indenture ActAct of 1939; (K) The delivery by the Issuer to the Custodian, on behalf of the Indenture Trustee, in the State of Texas of the Debt Instruments pursuant to the Indenture will perfect the security interest in favor of the Indenture Trustee under the Texas UCC in all right, title and interest of the Issuer in such Debt Instruments and, assuming the Indenture Trustee acquires its interest in such Debt Instruments without knowledge that the same are subject to a security interest (other than the security interest created by this Indenture), Indenture Trustee will acquire such security interest in such Debt Instruments free and clear of any prior lien of a kind which may be perfected under Article 9 of the Texas UCC. The Debt Instruments constitute "instruments" under Article 9 of the New York UCC and Article 9 of the Texas UCC; and (JL) upon the filing of a Form UCC1 against the Issuer The security interest in the appropriate filing office portion of the Trust Estate constituting "proceeds" (as defined in Section 9.306(a) of the Texas UCC) from the Debt Instruments will be perfected as and to the extent provided in Section 9.306 of the Texas UCC and, assuming that none of such proceeds represent proceeds (as defined in the State Texas UCC) of Delawarecollateral in which another party has a prior perfected security interest, the Indenture Trustee will have a perfected, first priority acquire such security interest in such proceeds free and clear of any prior lien of a kind which may be perfected under Article 9 of the Mortgage Notes under the Texas UCC. (vvi) An Officer’s 's Certificate of the Depositor on behalf of the Issuer complying with the requirements of Section 11.01 and stating that: (A) 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, 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) the Issuer (i) has good and marketable title to the Mortgage Loans being Granted to the Indenture Trustee hereunder and has acquired its ownership in such Collateral in good faith without notice of any adverse claim, (ii) has not assigned, pledged or otherwise encumbered any interest or participation in the Mortgage Loans and has acquired its ownership in such Collateral in good faith without notice of any adverse claim (or, if any such interest or participation has been assigned, it has been released) other than interests Granted pursuant to this Indenture and (iii) has the right to Grant a security interest in and pledge all of its right, title and interest in the Mortgage Loans to the Indenture Trustee; (C) this Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Indenture Trustee on behalf of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (D) the Mortgage Notes constitute “instruments” and the Issuer’s rights under the Sale and Servicing Agreement and the Administration Agreement constitute “general intangibles” as such terms are defined in the applicable Uniform Commercial Code; (E) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in the Collateral and has delivered or caused the same to be delivered to the Indenture Trustee registered in the name of the Indenture Trustee or the Custodian; (F) other than the security interest Granted to the Indenture Trustee in the Collateral pursuant to the provisions to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Collateral. The Issuer is not aware of any judgment or tax lien filings against the Issuer which would constitute a lien against the Collateral and has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or (ii) that has been terminated; (G) a Form UCC1 against the Issuer for the benefit of the Indenture Trustee and the Noteholders with respect to the Collateral shall be filed no later than ten days after the Closing Date and name the Indenture Trustee as secured party in such Collateral; (H) none of the security certificates that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; (I) attached thereto is a true and correct copy of each letter signed by each Rating Agency to the effect that the Notes have been assigned the Required Rating; and (J) all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with. (b) The representations and warranties made pursuant to the foregoing Officer’s Certificate shall survive the discharge of this Indenture and may not be waived by any party hereto. The Opinions of Counsel to be delivered pursuant to subsection (a)(iv) above may differ from the Opinions of Counsel described in such subsection so long as such Opinions of Counsel so delivered are acceptable to the Rating Agencies, which shall be conclusively evidenced by the Rating Agencies’ issuance of their letters pursuant to subsection (a)(v)(I) above and such acceptable opinions shall be deemed to be the Opinions of Counsel required pursuant to subsection (a)(iv) above.11.01