Common use of Authenticating Agent Clause in Contracts

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by Upon the request of the Servicer, the Trustee with the written consent of the Companyshall appoint an Authenticating Agent, with power to act on its the Trustee's behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Certificates in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereofSection 4.02, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "Certificates by the Trustee." Any such . Such Authenticating Agent shall at all times be a bank or trust company or other Person of meeting the character and qualifications requirements for the Trustee set forth in Section 9.09 hereof. (b) 12.06, other than Section 12.06(iv). Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyServicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, Agent and upon so doing shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) Certificate Register. The Trustee Servicer agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services, . The provisions of Sections 4.04 and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 12.03 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes Securities in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 12.4 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by any Authenticating Agent pursuant to this Section 9.15 8.15 shall be deemed to be the authentication and delivery of such Notes Securities "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 8.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.158.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.158.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1014.10, notice of such appointment to the Holders of NotesSecurities. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 8.6 hereof. (e) Sections 9.028.2, 9.038.3, 9.068.6, 9.07 8.7 and 9.09 8.9 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (athe "Authenticating Agent") There may that shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf behalf, and subject to the direction of the Trustee its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.062.03, 2.07, 2.08, 2.133.01, 3.033.04, 9.05 and 13.04 hereof10.02, as fully to all intents and purposes as though such Authenticating Agents the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such Authenticating Agent shall at all times be a bank or trust company or other Person of the character and qualifications set forth in eligible to serve as trustee hereunder pursuant to Section 9.09 hereof. (b) 7.09. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.1512.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with shall either promptly appoint a successor Authenticating Agent or itself assume the written consent duties and obligations of the Companyformer Authenticating Agent under this Indenture and, appoint upon such appointment of a successor Authenticating Agent, and upon so doing if made, shall give written notice of such appointment of a successor Authenticating Agent to the Company Issuer and shall mail, in the manner provided in Section 15.10, mail notice of such appointment of a successor Authenticating Agent to all holders of Notes as the Holders names and addresses of Notes. (d) such holders appear on the Note Register. The Trustee agrees Issuer agree to pay to each the Authenticating Agent from time to time such reasonable compensation for its services, services as shall be agreed upon in writing between the Issuer and the Trustee shall be entitled to be reimbursed for such paymentsAuthenticating Agent. The provisions of Sections 2.12, in accordance with 7.03, 7.04, 7.07 and this Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 12.14 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable an alternate certificate of authentication in the following form: This is one of the Securities referred to any in the within mentioned Indenture. as Trustee By ------------------------------------- As Authenticating Agent.Agent By ------------------------------------- Authorized Signatory

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable an alternate certificate of authentication in the following form: This is one of the Securities referred to any in the within mentioned Indenture. as Trustee By ____________________________________ As Authenticating Agent.Agent By ____________________________________ Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable an alternate certificate of authentication in the following form: This is one of the Securities referred to any in the within mentioned Indenture. as Trustee By______________________________________ As Authenticating Agent.Agent By______________________________________ Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof.. 63 (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "“by the Trustee." ” Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1016.11, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There The Grantor Trustee may appoint an Authenticating Agent, which shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf and subject of the Grantor Trustee in authenticating the Grantor Trust Certificate. Wherever reference is made in this Agreement to the direction authentication of the Grantor Trust Certificate by the Grantor Trustee in or the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06Grantor Trustee's countersignature, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 reference shall be deemed to be include authentication on behalf of the authentication and delivery of such Notes "Grantor Trustee by the Trustee." Any such Authenticating Agent shall and a certification of authentication executed on behalf of the Grantor Trustee by the Authenticating Agent. The Authenticating Agent must be acceptable to the Depositor and must be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States of America or of any state, having a principal office and qualifications set forth place of business in Section 9.09 hereof. (b) a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or state authorities. Any corporation into which any the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any the Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any the Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto Grantor Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. The Authenticating Agent may at any time resign by giving at least 30 day's advance written notice of resignation to the Grantor Trustee and to the CompanyDepositor. The Grantor Trustee may at any time terminate the agency of any the Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyDepositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any the Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.156.10, the Grantor Trustee may, with the written consent of the Company, promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and upon so doing shall give written notice of such appointment to the Company Depositor, and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Grantor Trust Holder. Any successor Authenticating Agent from time to time reasonable compensation for upon acceptance of its servicesappointment hereunder shall become vested with all the rights, powers, duties and the Trustee responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be entitled appointed unless eligible under the provisions of this Section 6.10. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Grantor Trustee. Any compensation paid to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof the Authenticating Agent shall be applicable at the expense of the Grantor Trustee pursuant to any Authenticating AgentSection 6.04.

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent that shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf behalf, and subject to the direction of the Trustee its direction, in the authentication and delivery of one or more series of Senior Notes in connection with the original issuance thereof and transfers and exchanges of Senior Notes of such series hereunder, including under Sections 2.06Article Two, 2.07, 2.08, 2.13, 3.03, Article Three and 13.04 hereofArticle Eleven, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSenior Notes of such series. For all purposes of this Indenture, the authentication and delivery of Senior Notes of such series by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Senior Notes "“by the Trustee." Any such ” and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Senior Notes of such series for the Trustee’s certificate of authentication. Such Authenticating Agent shall at all times be a bank or trust company or other Person of the character and qualifications set forth in eligible to serve as trustee hereunder pursuant to Section 9.09 hereof. (b) 609. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.151610, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.151610, the Trustee may, with shall either promptly appoint a successor Authenticating Agent or itself assume the written consent duties and obligations of the Companyformer Authenticating Agent under this Indenture and, appoint upon such appointment of a successor Authenticating Agent, and upon so doing if made, shall give written notice of such appointment of a successor Authenticating Agent to the Company and Issuer and, at the Issuer’s expense, shall mail, in the manner provided in Section 15.10, mail notice of such appointment of a successor Authenticating Agent to all holders of Senior Notes of the series with respect to which such appointment shall apply as the names and addresses of such Holders of Notes. (d) appear on the Security Register. The Trustee Issuer agrees to pay to each the Authenticating Agent from time to time such reasonable compensation for its services, services as shall be agreed upon in writing between the Issuer and the Trustee shall be entitled to be reimbursed for such paymentsAuthenticating Agent. The provisions of Sections 306, in accordance with 603, 604, 605 and this Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 1610 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 3.02, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable an alternate certificate of authentication in the following form: This is one of the Securities referred to any in the within mentioned Indenture. as Trustee By ------------------------------------- As Authenticating Agent.Agent By ------------------------------------- Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent or Agents which shall be one authorized to act on behalf of the Trustee to authenticate Obligations issued upon original issue and upon exchange, registration of transfer or more Authenticating Agents appointed partial redemption or pursuant to Sections 3.06, 3.07, 3.08 or 12.07, and Obligations so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee with hereunder. Such Authenticating Agent shall at all times be a bank or trust company, and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States or of any state, territory or the District of Columbia, with power a combined capital and surplus of at least $50,000,000 and authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by Federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the direction requirements of such supervising or examining authority, then for the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, Section the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall otherwise be eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment by first-class mail, postage prepaid, to all Holders of Obligations of the applicable series as the names and addresses of such Holders appear on the Obligation Register. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Trustee agrees to pay to the Holders Authenticating Agent from time to time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to Section 7.07. The provisions of Notes. (d) Sections 3.10, 7.04 and 7.05 shall be applicable to any Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.07. If an appointment is made pursuant to this Section, the Obligations may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02lieu of the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any an alternative certificate of authentication in the following form: This is one of the Obligations described in the within-mentioned Indenture. --------------------------------------- As Trustee By ----------------------------------- As Authenticating Agent.Agent By ----------------------------------- Authorized Officer

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 12.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 8.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 8.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.158.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.158.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1014.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 8.06 hereof. . (e) Sections 9.028.02, 9.038.03, 9.068.06, 9.07 8.07 and 9.09 8.09 hereof shall be applicable to any Authenticating Agent.. 50

Authenticating Agent. (a) There may Each Authenticating Agent shall be one or more Authenticating Agents appointed by acceptable to the Trustee with Company and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States of America, with power any State thereof or the District of Columbia, authorized under such laws to act on its behalf as Authenticating Agent, having a combined capital and surplus of not less than $100,000,000 and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though supervision or examination by Federal or State authority. If such Authenticating Agents had been expressly authorized by those Sections Agent publishes reports of condition at least annually, pursuant to authenticate and deliver Notes. For all law or to the requirements of said supervising or examining authority, then for the purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any such Authenticating Agent pursuant to this Section 9.15 shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the authentication and delivery provisions of such Notes "by the Trustee." Any this Section, such Authenticating Agent shall be a bank or trust company or other Person of resign immediately in the character manner and qualifications set forth with the effect specified in Section 9.09 hereof. (b) this Section. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the CompanyCompany and, if applicable, the Guarantors. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the CompanyCompany and, if applicable, the Guarantors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating AgentAgent which shall be acceptable to the Company and, if applicable, the Guarantors and upon so doing shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. Except with respect to an Authenticating Agent appointed at the request of the Company and shall mailor, in if applicable, the manner provided in Section 15.10Guarantors, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 6.14, and the Trustee shall be entitled to be reimbursed by the Company or, if applicable, the Guarantors for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, 9.06N.A., 9.07 and 9.09 hereof shall be applicable to any As Trustee By: ----------------------------------- As Authenticating Agent.Agent By: ----------------------------------- Authorized Officer

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 hereof, 14.4 hereof as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 10.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 10.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.1510.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.1510.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1017.10, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.0210.2, 9.0310.3, 9.0610.6, 9.07 10.7 and 9.09 10.9 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may Each Authenticating Agent shall be one or more Authenticating Agents appointed by acceptable to the Trustee with Company and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States of America, with power any state thereof or the District of Columbia, authorized under such laws to act on its behalf as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though supervision or examination by federal or state authority. If such Authenticating Agents had been expressly authorized by those Sections Agent publishes reports of condition at least annually, pursuant to authenticate and deliver Notes. For all law or to the requirements of said supervising or examining authority, then for the purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any such Authenticating Agent pursuant to this Section 9.15 shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the authentication and delivery provisions of such Notes "by the Trustee." Any this Section, such Authenticating Agent shall be a bank or trust company or other Person of resign immediately in the character manner and qualifications set forth with the effect specified in Section 9.09 hereof. (b) this Section. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating Agent, Agent shall be the successor of such Authenticating Agent hereunder, if provided such successor corporation is -------- shall be otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating Agent, and upon so doing Agent which shall give written notice of such appointment be acceptable to the Company and shall mail, give notice of such appointment in the manner provided in Section 15.10, notice of such appointment 106 to the all Holders of Notes. (d) Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: _____________ ________________________, 9.06as Trustee By:________________________, 9.07 as Authenticating Agent By:_________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and 9.09 hereof shall Addresses of Holders. The Company will furnish or cause to be applicable furnished to any Authenticating Agent.the Trustee

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 12.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by any Authenticating Agent pursuant to this Section 9.15 8.15 shall be deemed to be the authentication and delivery of such Notes Securities "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 8.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.158.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.158.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1014.10, notice of such appointment to the Holders of NotesSecurities. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 8.06 hereof. (e) Sections 9.028.02, 9.038.03, 9.068.06, 9.07 8.07 and 9.09 8.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent or Agents which shall be one authorized to act on behalf of the Trustee to authenticate Obligations issued upon original issue and upon exchange, registration of transfer or more Authenticating Agents appointed partial redemption or pursuant to Sections 3.06, 3.07, 3.08 or 12.07, and Obligations so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee with hereunder. Such Authenticating Agent shall at all times be a bank or trust company, and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States or of any state, territory or the District of Columbia, with power a combined capital and surplus of at least $50,000,000 and authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by Federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the direction requirements of such supervising or examining authority, then for the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, Section the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall otherwise be eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment by first-class mail, postage prepaid, to all Holders of Obligations of the applicable series as the names and addresses of such Holders appear on the Obligation Register. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Trustee agrees to pay to the Holders Authenticating Agent from time to time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to Section 7.07. The provisions of Notes. (d) Sections 3.10, 7.04 and 7.05 shall be applicable to any Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.07. If an appointment is made pursuant to this Section, the Obligations may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02lieu of the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any an alternative certificate of authentication in the following form: This is one of the Obligations described in the within-mentioned Indenture. _____________________________________________ As Trustee By___________________________________________ As Authenticating Agent.Agent By___________________________________________ Authorized Officer

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 13.4 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 9.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 9.6 hereof. (e) Sections 9.029.2, 9.039.3, 9.069.6, 9.07 9.7 and 9.09 9.9 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may (and whenever the Trustee shall not maintain an office or agent in each Place of Payment there shall) be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Bonds in connection with delivery of Bonds pursuant to Section 2.03 and transfers and exchanges under Sections 2.062.05, 2.07, 2.08, 2.13, 3.03, 2.06 and 13.04 hereof3.07, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections to authenticate and deliver Notesthe Bonds. For all purposes of this Indenture, the authentication and delivery of Notes the Bonds by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "the Bonds “by the Trustee." Any such ”. The Trustee is hereby appointed Authenticating Agent with respect to the Bonds. Each Authenticating Agent shall at all times be a bank or trust company having an office or other Person agent in a Place of Payment, and shall at all times be an entity organized and doing business under the laws of the character United States or of any state with a combined capital and qualifications surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation, or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation entity is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the District, the Credit Enhancer, the Liquidity Bank and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the District, the Credit Enhancer, the Liquidity Bank, and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent approval of the Company, Credit Enhancer and the Liquidity Bank shall promptly appoint a successor Authenticating Agent, Agent and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, District and the Company. The Trustee shall be entitled to be reimbursed for such paymentsany reasonable compensation paid by the Trustee to the Authenticating Agent for its service subject to Section 8.03 and 8.07. The provisions of Sections 2.09, in accordance with Section 9.06 hereof. (e) Sections 9.028.03, 9.038.04, 9.06, 9.07 and 9.09 hereof 8.05 of this Indenture shall be applicable to any Authenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (athe "Authenticating Agent") There may that shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf behalf, and subject to the direction of the Trustee its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.062.03, 2.07, 2.08, 2.13, 3.03, 3.08 and 13.04 hereof10.02, as fully to all intents and purposes as though such Authenticating Agents the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such Authenticating Agent shall at all times be a bank or trust company or other Person of the character and qualifications set forth in eligible to serve as trustee hereunder pursuant to Section 9.09 hereof. (b) 7.09. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.152.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with shall either promptly appoint a successor Authenticating Agent or itself assume the written consent duties and obligations of the Companyformer Authenticating Agent under this Indenture and, appoint upon such appointment of a successor Authenticating Agent, and upon so doing if made, shall give written notice of such appointment of a successor Authenticating Agent to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment of a successor Authenticating Agent to all holders of Notes as the Holders names and addresses of Notes. (d) such holders appear on the Note Register. The Trustee Company agrees to pay to each the Authenticating Agent from time to time such reasonable compensation for its services, services as shall be agreed upon in writing between the Company and the Trustee shall be entitled to be reimbursed for such paymentsAuthenticating Agent. The provisions of Sections 2.12, in accordance with 7.03, 7.04, 7.07 and this Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 2.14 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent or Agents which shall be one authorized to act on behalf of the Trustee to authenticate Obligations issued upon original issue and upon exchange, registration of transfer or more Authenticating Agents appointed partial redemption or pursuant to Sections 3.6, 3.7, 3.8 or 14.7, and Obligations so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee with hereunder. Such Authenticating Agent shall at all times be a bank or trust company, and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States or of any state, territory or the District of Columbia, with power a combined capital and surplus of at least $50,000,000 and authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by Federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the direction requirements of such supervising or examining authority, then for the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, Section the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall otherwise be eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment by first-class mail, postage prepaid, to the all Holders of Notes. (d) Obligations of the applicable series as the names and addresses of such Holders appear on the Obligation Register. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Trustee agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services, services under this Section and the Trustee shall be entitled to be reimbursed by the Company for such payments, in accordance with Section 9.06 hereof. (e) subject to Sections 9.029.7 and 15.14. The provisions of Sections 3.10, 9.03, 9.06, 9.07 9.4 and 9.09 hereof 9.5 shall be applicable to any Authenticating Agent.. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment is made pursuant to this Section, the Obligations may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Obligations described in the within-mentioned Indenture. _________________________________________ As Trustee By:______________________________________ As Authenticating Agent By:______________________________________ Authorized Officer

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 12.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 8.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 8.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.158.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.158.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1014.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 8.06 hereof. (e) Sections 9.028.02, 9.038.03, 9.068.06, 9.07 8.07 and 9.09 8.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, 49 conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Sec- tion, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable an alternate certificate of authentication in the following form: This is one of the Securities referred to any in the within mentioned Indenture. [TRUSTEE] as Trustee By: ____________________________________ As Authenticating Agent.Agent By: ____________________________________ Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 hereof, 14.4 hereof as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 10.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 10.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.1510.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.the

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes Securities in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 12.4 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by any Authenticating Agent pursuant to this Section 9.15 8.15 shall be deemed to be the authentication and delivery of such Notes "Securities “by the Trustee." ” Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 8.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.158.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.158.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of NotesSecurities. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 8.6 hereof. (e) Sections 9.028.2, 9.038.3, 9.068.6, 9.07 8.7 and 9.09 8.9 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, hereof as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.. ARTICLE TEN

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by Upon the written request of the Servicer, the Trustee with the written consent of the Companyshall appoint an Authenticating Agent, with power to act on its the Trustee's behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Certificates in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereofSection 4.02, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "Certificates by the Trustee." Any such . Such Authenticating Agent shall at all times be a bank or trust company or other Person of meeting the character and qualifications requirements for the Trustee set forth in Section 9.09 hereof. (b) 12.06, other than Section 12.06(iv). Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyServicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, Agent and upon so doing shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) Certificate Register. The Trustee Servicer agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services, . The provisions of Sections 4.04 and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 12.03 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There The Trustee may be one or more Authenticating Agents appointed by the Trustee appoint, with the written consent of the CompanyIssuer, with power an Authenticating Agent for the Securities to act as its agent on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes in connection with transfers the authentication of the Securities as set forth in Article Three. Such Authenticating Agent shall at all times be a bank or a corporation organized and exchanges doing business under Sections 2.06the laws of the United States of America, 2.07any State thereof or the District of Columbia authorized under such laws to act as Authenticating Agent and perform the functions contemplated hereby, 2.08being subject to supervision or examination by federal or state authority. Any Authenticating Agent, 2.13other than the Authenticating Agent initially appointed in the next succeeding paragraph shall have a combined capital and surplus of at least $50,000,000. If such successor Authenticating Agent publishes reports of condition at least annually, 3.03pursuant to law or to the requirements of the aforesaid supervising or examining authority, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all then for the purposes of this IndentureSection 6.13, the authentication combined capital and delivery surplus of Notes by any such successor Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in its most recent report of condition so published. Upon any such appointment of an Authenticating Agent, the Trustee shall give notice thereof to the Holders of the Securities as provided in Section 9.09 hereof. (b) 1.06. The Trustee hereby initially appoints the Trustee as Authenticating Agent for the Securities, and the Issuer hereby consents to such appointment. Any corporation or other entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust agency business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (athe “Authenticating Agent”) There may that shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf behalf, and subject to the direction of the Trustee its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.062.03, 2.07, 2.08, 2.13, 3.03, 3.05 and 13.04 hereof10.02, as fully to all intents and purposes as though such Authenticating Agents the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "“by the Trustee." Any such ” and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authenticating Agent shall at all times be a bank or trust company or other Person of the character and qualifications set forth in eligible to serve as trustee hereunder pursuant to Section 9.09 hereof. (b) 7.09. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.1511.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with shall either promptly appoint a successor Authenticating Agent or itself assume the written consent duties and obligations of the Companyformer Authenticating Agent under this Indenture and, appoint upon such appointment of a successor Authenticating Agent, and upon so doing if made, shall give written notice of such appointment of a successor Authenticating Agent to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment of a successor Authenticating Agent to all holders of Notes as the Holders names and addresses of Notes. (d) such holders appear on the Note Register. The Trustee Company agrees to pay to each the Authenticating Agent from time to time such reasonable compensation for its services, services as shall be agreed upon in writing between the Company and the Trustee shall be entitled to be reimbursed for such paymentsAuthenticating Agent. The provisions of Sections 2.12, in accordance with 7.03, 7.04, 7.07 and this Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 11.14 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may Each Authenticating Agent shall be one or more Authenticating Agents appointed by acceptable to the Trustee with Issuer and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States of America, with power any State thereof or the District of Columbia, authorized under such laws to act on its behalf as Authenticating Agent, having a combined capital and surplus of not less than US$50,000,000 and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though supervision or examination by Federal or State authority. If such Authenticating Agents had been expressly authorized by those Sections Agent publishes reports of condition at least annually, pursuant to authenticate and deliver Notes. For all law or to the requirements of said supervising or examining authority, then for the purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any such Authenticating Agent pursuant to this Section 9.15 shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the authentication and delivery provisions of such Notes "by the Trustee." Any this Section, such Authenticating Agent shall be a bank or trust company or other Person of resign immediately in the character manner and qualifications set forth with the effect specified in Section 9.09 hereof. (b) this Section. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating Agent, Agent that shall be acceptable to the Issuer and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment 106 to the all Holders of Notes. (d) Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: By If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall be entitled to be reimbursed for such payments, appoint in accordance with this Section 9.06 hereofan Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For the Securities, and such Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.02, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as re- quested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly in writing if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. THE BANK OF NEW YORK, 9.06, 9.07 and 9.09 hereof shall be applicable to any as Trustee By: ------------------------------------ As Authenticating Agent.Agent By: ------------------------------------ Authorized Signatory

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes any series of Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes series of Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 3.02, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereofaddition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. as Trustee By As Authenticating Agent By Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE SECTION 8.01. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.062.6, 2.072.7, 2.082.8, 2.13, 3.033.3, and 13.04 hereof, 13.4 hereof as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 9.9 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.029.2, 9.039.3, 9.069.6, 9.07 9.7 and 9.09 9.9 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by Upon the request of the Trust Administrator, the Trustee with the written consent of the Companyshall appoint an Authenticating Agent, with power to act on its the Trustee's behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Certificates in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereofSection 4.02, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "Certificates by the Trustee." Any such . Such Authenticating Agent shall at all times be a bank or trust company or other Person of meeting the character and qualifications requirements for the Trustee set forth in Section 9.09 hereof. (b) 12.06, other than Section 12.06(iv). Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyTrust Administrator. The Trustee may at any time terminate the agency of any Authenticating Agent appointed by it by giving written notice of termination to such Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, Agent and upon so doing shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) Certificate Register. The Trustee Servicer agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services, . The provisions of Sections 4.04 and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 12.03 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent or Agents which shall be one authorized to act on behalf of the Trustee to authenticate Obligations issued upon original issue and upon exchange, registration of transfer or more Authenticating Agents appointed partial redemption or pursuant to Sections 3.6, 3.7, 3.8 or 12.7, and Obligations so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee with hereunder. Such Authenticating Agent shall at all times be a bank or trust company, and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States or of any state, territory or the District of Columbia, with power a combined capital and surplus of at least $50,000,000 and authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by Federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the direction requirements of such supervising or examining authority, then for the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, Section the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall otherwise be eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment by first-class mail, postage prepaid, to all Holders of Obligations of the applicable series as the names and addresses of such Holders appear on the Obligation Register. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Trustee agrees to pay to the Holders Authenticating Agent from time-to-time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to Section 7.7. The provisions of Notes. (d) Sections 3.10, 7.4 and 7.5 shall be applicable to any Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time-to-time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.7. If an appointment is made pursuant to this Section, the Obligations may have endorsed thereon, in accordance with Section 9.06 hereoflieu of the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Obligations described in the within-mentioned Indenture. As Trustee By: --------------------------------------- As Authenticating Agent By: ------------------------------------ Authorized Officer 8. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY 8.1 Company to Furnish Trustee Semi-Annual Lists of Holders. The Company will furnish or cause to be furnished to the Trustee semiannually, not less than forty-five (45) days nor more than sixty (60) days after March 15 and September 15 of each year, and at such other times as the Trustee may request in writing, within thirty (30) days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders of Obligations, obtained since the date as of which the next previous list, if any, was furnished, EXCLUDING from any such list the names and addresses received by the Trustee in its capacity as Obligation Registrar. Any such list may be dated as of a date not more than fifteen (15) days prior to the time such information is furnished and need not include information received after such date. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, 42 conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.1016.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by Upon the request of the Issuer, the Trustee with the written consent of the Company, shall appoint an Authenticating Agent with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Bonds) in connection with transfers and exchanges under Sections 2.06, 2.06 and 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections to authenticate and deliver NotesBonds of such Series. If an Authenticating Agent for a Series is designated in the related Terms Indenture, no separate request or appointment shall be required. For all purposes of this the Indenture, the authentication and delivery of Notes Bonds by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes Bonds "by the Trustee." Any such Such Authenticating Agent shall at all times be a bank or trust company or other having its principal office in the city designated in the applicable Terms Indenture, and shall at all times be a Person that meets the requirements of Section 6.09 for the character and qualifications set forth in Section 9.09 hereof. (b) Trustee hereunder. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company Issuer and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) Bonds of the applicable Series. The Trustee Issuer agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its servicesservices unless an arrangement has been made between the Issuer and the Trustee pursuant to which the Trustee shall make such payments and, and in such case, the Trustee shall be entitled to be reimbursed for such payments, in accordance with subject to Section 9.06 hereof. (e) 6.07. The provisions of Sections 9.022.20, 9.03, 9.06, 9.07 6.04 and 9.09 hereof 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agent. Each Authenticating Agent shall at all times be a corporation (aincluding a banking association) There may be one or more Authenticating Agents appointed by organized and doing business under the Trustee with the written consent laws of the CompanyUnited States or any State or territory thereof or of the District of Columbia, with power having a combined capital and surplus of at least five million dollars ($5,000,000) authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by federal, state, territorial, or District of Columbia authorities. If such corporation publishes reports of condition at least annually, pursuant to law or to the direction requirements of the Trustee in aforesaid supervising or examining authority, then for the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery surplus as set forth in its most recent report of such Notes "by the Trustee." Any such condition so published. If at any time an Authenticating Agent shall cease to be a bank or eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. The Trustee hereby initially appoints The Bank of New York, through its trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) offices at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 as Authenticating Agent. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any an Authenticating Agent shall continue to be an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and upon so doing duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall give written notice be appointed unless eligible under the provisions of such appointment to the this Section. The Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and services under this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent when presented to it in connection with exchanges, registrations of transfer or any redemptions or conversions thereof; it will furnish from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall be entitled cease to be reimbursed so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent but it shall have no liability for such payments, in accordance with Section 9.06 hereofany action taken by it at the specific written direction of the Trustee. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. The Trustee shall appoint an authenticating agent to execute and to authenticate Certificates, which authenticating agent must be an entity that is acceptable to the Depositor and the Master Servicer and, further, must (ai) There may be one or more Authenticating Agents appointed by organized and doing business under the Trustee with the written consent laws of the CompanyUnited States of America or any state, with power (ii) have a principal office and place of business in a state and city acceptable to act on its behalf the Depositor and the Master Servicer, (iii) have a combined capital and surplus of at least $15,000,000, (iv) be authorized under the laws of the United States or any state to do a trust business, and (v) be subject to supervision or examination by federal or state authorities (such entity, an "Authenticating Agent"). The Trustee hereby appoints itself as the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such initial Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver NotesAgent. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any the Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any the Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor and to the CompanyMaster Servicer. The Trustee may at any time terminate the agency of any the Authenticating Agent by giving written notice of termination to such the Authenticating Agent Agent, the Depositor and to the CompanyMaster Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any the Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.153.24, the Trustee may, with the written consent of the Company, promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Master Servicer and upon so doing the Depositor, and shall give written mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the Company rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 3.24. The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. Any reasonable compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Trustee and shall mail, in not be payable out of the manner provided in Section 15.10, notice of such appointment to the Holders of NotesTrust Fund. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, hereof as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may Each Authenticating Agent shall be one or more Authenticating Agents appointed by acceptable to the Trustee with Company and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States of America, with power any state thereof or the District of Columbia, authorized under such laws to act on its behalf as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though supervision or examination by federal or state authority. If such Authenticating Agents had been expressly authorized by those Sections Agent publishes reports of condition at least annually, pursuant to authenticate and deliver Notes. For all law or to the requirements of said supervising or examining authority, then for the purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any such Authenticating Agent pursuant to this Section 9.15 shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the authentication and delivery provisions of such Notes "by the Trustee." Any this Section, such Authenticating Agent shall be a bank or trust company or other Person of resign immediately in the character manner and qualifications set forth with the effect specified in Section 9.09 hereof. (b) this Section. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating Agent, Agent shall be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall be otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating Agent, and upon so doing Agent which shall give written notice of such appointment be acceptable to the Company and shall mail, give notice of such appointment in the manner provided in Section 15.10, notice of such appointment 106 to the all Holders of Notes. (d) Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: _____________ _________________________, 9.06as Trustee By: _______________________, 9.07 as Authenticating Agent By: _______________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and 9.09 hereof shall Addresses of Holders. The Company will furnish or cause to be applicable furnished to any Authenticating Agent.the Trustee

Authenticating Agent. The Trustee may (aand at the request of the Issuer with the consent of the Company shall) There may be appoint one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes in connection with transfers pursuant to Sections 203, 204, 206, 207, 208, 210 and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, 310 as fully to all intents and purposes as though any such Authenticating Agents Agent had been expressly authorized by those said Sections to authenticate and deliver Notes. For One such Authenticating Agent shall at all purposes times be a corporation having its principal office in The City of New York, organized under the laws of the United States or of any state or territory thereof authorized under such laws to act as Authenticating Agent, having a combined capital stock, surplus and undivided profits of at least $10,000,000. Wherever reference is made in this Indenture, Indenture to the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be the include authentication and delivery on behalf of such Notes "the Trustee by the Trustee." Any such its Authenticating Agent shall be appointed hereunder and a bank or trust company or other Person certificate of authentication executed on behalf of the character and qualifications set forth in Section 9.09 hereof. (b) Trustee by its Authenticating Agent appointed hereunder. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15917, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign as Authenticating Agent by giving written notice of resignation to the Trustee Trustee, the Company and to the CompanyIssuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer, the Company, the Guarantor, the Paying Agent, any Co-Paying Agent, the Note Registrar, any Co-Note Registrar and the Remarketing Agent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15917, the Trustee may, and upon the request of the Issuer with the written consent of the CompanyCompany shall, promptly appoint a successor Authenticating AgentAgent eligible under this Section 917, and upon so doing shall give written notice of such appointment to the Company Issuer, the Company, the Guarantor, the Paying Agent, any Co-Paying Agent, the Note Registrar, any Co-Note Registrar and the Remarketing Agent and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to all Owners of Notes as their names and addresses appear on the Holders registration books. Any successor Authenticating Agent upon acceptance of Notes. (d) its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Trustee agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with subject to Section 9.06 1002 hereof. (e) . The provisions of Sections 9.02, 9.03, 9.06, 9.07 208 and 9.09 901 hereof shall be applicable to any Authenticating Agent.. If an appointment is made pursuant to this Section 917, the Notes shall have endorsed thereon in lieu of the certificate of authentication set forth in Exhibits A, B and C hereto, an alternate certificate of authentication in the following form: "This Note is one of the Notes of the issue described in the within-mentioned Indenture of Trust. FIRST & MERCHANTS NATIONAL BANK, As Trustee By ________________________________ Authenticating Agent By ________________________________ Authenticating Officer

Authenticating Agent. (a) There The Trustee may appoint an Authenticating Agent or Agents which shall be one authorized to act on behalf of the Trustee to authenticate Obligations issued upon original issue and upon exchange, registration of transfer or more Authenticating Agents appointed partial redemption or pursuant to Sections 3.06, 3.07, 3.08 or 12.07, and Obligations so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee with hereunder. Such Authenticating Agent shall at all times be a bank or trust company, and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States or of any state, territory or the District of Columbia, with power a combined capital and surplus of at least $50,000,000 and authorized under such laws to act on its behalf exercise corporate trust powers and subject to supervision or examination by Federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the direction requirements of such supervising or examining authority, then for the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, Section the authentication combined capital and delivery surplus of Notes by any Authenticating Agent pursuant to this Section 9.15 such corporation shall be deemed to be the authentication its combined capital and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if provided such successor corporation is shall otherwise be eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment by first-class mail, postage prepaid, to all Holders of Obligations of the applicable series as the names and addresses of such Holders appear on the Obligation Register. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The Trustee agrees to pay to the Holders Authenticating Agent from time to time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to Section 7.07. The provisions of Notes. (d) Sections 3.10, 7.04 and 7.05 shall be applicable to any Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.07. If an appointment is made pursuant to this Section, the Obligations may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02lieu of the Trustee's certificate of authentication, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any an alternative certificate of authentication in the following form: This is one of the Obligations described in the within-mentioned Indenture. _____________________________________ As Trustee By___________________________________ As Authenticating Agent.Agent By___________________________________ Authorized Officer

Authenticating Agent. (a) There may Each Authenticating Agent shall be one or more Authenticating Agents appointed by acceptable to the Trustee with Issuer and shall at all times be a corporation organized and doing business under the written consent laws of the CompanyUnited States of America, with power any State thereof or the District of Columbia, authorized under such laws to act on its behalf as Authenticating Agent, having a combined capital and surplus of not less than US$50,000,000 and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though supervision or examination by Federal or State authority. If such Authenticating Agents had been expressly authorized by those Sections Agent publishes reports of condition at least annually, pursuant to authenticate and deliver Notes. For all law or to the requirements of said supervising or examining authority, then for the purposes of this IndentureSection, the authentication combined capital and delivery surplus of Notes by any such Authenticating Agent pursuant to this Section 9.15 shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the authentication and delivery provisions of such Notes "by the Trustee." Any this Section, such Authenticating Agent shall be a bank or trust company or other Person of resign immediately in the character manner and qualifications set forth with the effect specified in Section 9.09 hereof. (b) this Section. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. (c) Any Agent. An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 9.15Section, the Trustee may, with the written consent of the Company, may appoint a successor Authenticating Agent, Agent that shall be acceptable to the Issuer and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment 106 to the all Holders of Notes. (d) Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall be entitled to be reimbursed for such payments, appoint in accordance with this Section 9.06 hereofan Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may If the Company so requests, there shall be one or more an Authenticating Agents Agent appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Securities in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, the exchange or registration of transfer thereof as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those the relevant Sections hereof to authenticate and deliver Notes. For the Securities, and such Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such Securities by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes Securities "by the Trustee." Any Notwithstanding anything to the contrary contained in Section 2.02, or in any other Section hereof, all authentication in connection with exchange or registration of transfer thereof shall be effected either by the Trustee or an Authenticating Agent and such Authenticating Agent shall at all times be a bank or trust company or other Person corporation organized and doing business under the laws of the character United States or of any State, with a combined capital and qualifications surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in Section 9.09 hereof. (b) its most recent report of condition so published. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper pa- per or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment to the all Holders of Notes. (d) the Securities as the names and addresses of such Holders appear on the register of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly in writing if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Trustee Company agrees to that it will pay to each the Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the Trustee shall be entitled benefit of any Authenticating Agent to be reimbursed for such paymentsthe same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in accordance with Section 9.06 hereof. (e) Sections 9.02addition to the Trustee's certificate of authentication, 9.03an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. THE BANK OF NEW YORK, 9.06, 9.07 and 9.09 hereof shall be applicable to any as Trustee By: ------------------------------------------- As Authenticating Agent.Agent By: ------------------------------------------- Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by Upon the request of the Certificate Administrator, the Trustee with the written consent of the Companyshall appoint an Authenticating Agent, with power to act on its the Trustee's behalf and subject to the its direction of the Trustee in the authentication and delivery of Notes the Certificates in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereofSection 4.02, as fully to all intents and purposes as though such the Authenticating Agents Agent had been expressly authorized by those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "Certificates by the Trustee." Any such . Such Authenticating Agent shall at all times be a bank or trust company or other Person of meeting the character and qualifications requirements for the Trustee set forth in Section 9.09 hereof. (b) 12.06, other than Section 12.06(iv). Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation or national banking association is otherwise eligible under this Section 9.15Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCertificate Administrator. The Trustee may at any time terminate the agency of any Authenticating Agent appointed by it by giving written notice of termination to such Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with the written consent of the Company, shall promptly appoint a successor Authenticating Agent, Agent and upon so doing shall give written notice of such appointment to all Certificateholders as their names and addresses appear on the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) Certificate Register. The Trustee Servicer agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services, . The provisions of Sections 4.04 and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 12.03 shall be applicable to any Authenticating Agent.

Authenticating Agent. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or 57 other Person of the character and qualifications set forth in Section 9.09 hereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (athe "AUTHENTICATING AGENT") There may that shall be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power authorized to act on its behalf behalf, and subject to the direction of the Trustee its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.062.03, 2.07, 2.08, 2.132.10, 3.03, 3.05 and 13.04 hereof10.02, as fully to all intents and purposes as though such Authenticating Agents the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any the Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such Authenticating Agent shall at all times be a bank or trust company or other Person of the character and qualifications set forth in eligible to serve as trustee hereunder pursuant to Section 9.09 hereof. (b) 7.09. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.1511.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15Section, the Trustee may, with shall either promptly appoint a successor Authenticating Agent or itself assume the written consent duties and obligations of the Companyformer Authenticating Agent under this Indenture and, appoint upon such appointment of a successor Authenticating Agent, and upon so doing if made, shall give written notice of such appointment of a successor Authenticating Agent to the Company and shall mail, in the manner provided in Section 15.10, mail notice of such appointment of a successor Authenticating Agent to all holders of Notes as the Holders names and addresses of Notes. (d) such holders appear on the Note Register. The Trustee Company agrees to pay to each the Authenticating Agent from time to time such reasonable compensation for its services, services as shall be agreed upon in writing between the Company and the Trustee shall be entitled to be reimbursed for such paymentsAuthenticating Agent. The provisions of Sections 2.12, in accordance with 7.03, 7.04, 7.07 and this Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof 11.14 shall be applicable to any Authenticating Agent.