Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, merger or consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Person. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.14 shall be deemed to be the authentication of Notes “Certificates "by the Indenture Owner Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Servicer and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor and the Servicer. (d) The Administrator Servicer, pursuant to the Sale and Servicing Agreement, agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with the issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6, 2.7 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.04, Section 2.5 2.05 and Section 2.69.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer. The Administrator Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices and reimbursement for its reasonable expenses relating thereto. The provisions of Section 2.9 Sections 2.07 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.4 and Section 2.62.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 Sections 2.8 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Authenticat­ing Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Authenti­cating Agent pursuant to this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to under this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, merger or consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such the Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such the Authenticating Agent and the Owner Trustee. Upon On receiving such the notice of resignation or upon such on a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.03, Section 2.5 2.05 and Section 2.62.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeTrustees. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time time, reasonable compensation for its services. The provisions of Section 2.9 Sections 2.09 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuancefor issuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to under this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, merger or consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such the Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such the Authenticating Agent and the Owner Trustee. Upon receiving such the notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to will notify the Owner TrusteeTrustee of the appointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.05, Section 2.32.06, Section 2.5 2.07, 2.08 and Section 2.610.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its servicesservices as agreed upon between the Authenticating Agent and the Administrative Agent. The provisions of Section 2.9 Sections 2.10 and Section 6.4 7.19 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of the Notes in connection with issuanceissuances, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of the Notes by an Authenticating Agent pursuant to this Section 2.14 6.15 shall be deemed to be the authentication of the Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer if the resigning or terminated Authenticating Agent was originally appointed at the request of the Issuer. Unless the Authenticating Agent is the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense under Section 11.1. The provisions of Section 2.9 Sections 2.9, 6.3, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.14 shall be deemed to be the authentication of Notes Certificates “by the Indenture Owner Trustee.”. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Servicer and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor and the Servicer. (d) The Administrator Servicer, pursuant to the Sale and Servicing Agreement, agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.3, Section 2.5 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.4 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) ” Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeCo-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Co-Issuers. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.8. The provisions of Section 2.9 Sections 2.8, 6.5 and Section 6.4 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes 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 Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with issuance, transfers and exchanges under Section 2.2, Section 2.3, Section 2.5 Sections 2.06 and Section 2.6, 2.07 as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by those Sections to authenticate such and deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.12 in connection with their initial issuance and for purposes of Section 2.08), the authentication and delivery of Notes by an the Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication and delivery of Notes “"by the Indenture Trustee”. ". Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Trustee hereunder and has its principal office in the City and State of New York. Any Authenticating Agent shall also serve as Note Registrar or co-Note Registrar as provided in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.15 shall deliver to the Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (bincluding reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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 entity is otherwise eligible under this Section, without the execution or filing of any document or any further act on the part of the parties hereto or such the Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. 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, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of any such appointment to the Owner Trustee. (d) Issuer and shall mail notice of such appointment to all Holders of Notes. The Administrator Issuer agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 Sections 2.10, 6.04 and Section 6.4 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Upon the request of the Issuing Entity, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuing Entity. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuing Entity. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesIssuing Entity. The provisions of Section 2.9 Sections 2.7 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.14 shall be deemed to be the authentication of Notes “Certificates "by the Indenture Owner Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor. (d) The Administrator Depositor agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.4, 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its servicesservices as agreed upon between the Authenticating Agent and the Administrative Agent. The provisions of Section 2.9 Sections 2.8 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.03, Section 2.5 2.05 and Section 2.62.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeTrustees. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time time, reasonable compensation for its services. The provisions of Section 2.9 Sections 2.09 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.11 shall be deemed to be the authentication of Notes “Certificates "by the Indenture Owner Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Servicer and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor and the Servicer. (d) The Administrator Servicer, pursuant to the Sale and Servicing Agreement, agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Bonds in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.04, Section 2.5 2.05, 2.06, 2.09, 2.13 and Section 2.6, 4.01 as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesBonds. For all purposes of this Indenture, the authentication of Notes Bonds by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “Bonds "by the Indenture Trustee”. (b) " Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeAgent. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Agent. The Administrator agrees to pay to each Authenticating Agent from time to time time, reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint --------------------- one or more Persons (each, an “"Authenticating Agent”") with power to act on its -------------------- behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections Section 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee Trustee, at the expense of the Administrator, may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.4, 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its servicesservices as agreed upon between the Authenticating Agent and the Administrative Agent. The provisions of Section 2.9 Sections 2.8 and Article VI of this Indenture and Section 6.4 4.16(b) of the Sale and Servicing Agreement shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses, the Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.4, 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers transfers, and exchanges under Section 2.2, Section 2.3, Section 2.5 Sections 3.02 and Section 2.63.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 8.12 shall be deemed to be the authentication of such Notes “by the Indenture Trustee”. (b) ” The Issuers hereby direct the Trustee to appoint, and the Trustee hereby appoints pursuant to such direction, Elavon Financial Services DAC, U.K. Branch as an Authenticating Agent. The Trustee shall have no liability for such appointment or for the actions of such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuers. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers. The Issuers agree to pay to any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating to its services as an Authenticating Agent. Any Authenticating Agent appointed hereunder shall enjoy all the same rights and protections as an Agent of the Issuers. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6, 2.7 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense under Section 11.1. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.03, Section 2.5 2.05 and Section 2.62.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeTrustees. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 Sections 2.09 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section 2.2Sections 3.2, Section 2.33.6, Section 2.5 3.7 and Section 2.69.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be 3.11 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 8.2 and 8.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") (with the written consent of the Servicer if such Person is other than the Indenture Trustee), with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.4, 2.5 and Section 2.62.12, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator Servicer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may Trustee, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Authenticat-ing Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Authenti-cating Agent pursuant to this Section 2.14 shall be 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 2.8 and 6.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.12 shall be deemed to be the authentication of Notes “Certificates "by the Indenture Owner Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Servicer and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor and the Servicer. (d) The Administrator Servicer, pursuant to the Sale and Servicing Agreement, agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) . " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint --------------------- one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.03, Section 2.5 2.04 and Section 2.62.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 Sections 2.08 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes the Note in connection with issuance, transfers and exchanges under Section 2.2, Section 2.3Section2.4, Section 2.5 and Section 2.69.4, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notesthe Note. For all purposes of this Indenture, the authentication of Notes the Note by an Authenticating Agent pursuant to this Section 2.14 shall be 2.10 is deemed to be the authentication of Notes the Note “by the Indenture Trustee.”. (b) Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto to this Indenture or such Authenticating Agent or such successor entityPerson. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeAgent. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeAgent. (d) The Administrator agrees to pay to each Each Authenticating Agent from time will deliver promptly to time reasonable compensation Indenture Trustee any Notes surrendered to such Authenticating Agent for its services. The provisions payment in full, registration of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agenttransfer or exchange.

Authenticating Agents. (a) The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.04, Section 2.5 2.06 and Section 2.69.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer. The Administrator Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices and reimbursement for its reasonable expenses relating thereto. The provisions of Section 2.9 Sections 2.09 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee Trustee, at the request of the Issuer, may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.succes-

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section 2.2Sections 2.4, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.15 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity or organization into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity or organization resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity or organization succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer if the resigning or terminated Authenticating Agent was originally appointed at the request of the Issuer. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any corporationorganization or entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporationorganization or entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporationorganization or entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationorganization or entity. (c) . Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.compen-

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Collateral Trustee may shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Collateral Trustee”. (b) . Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Person. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Collateral Trustee and the Owner TrusteeIssuer. The Indenture Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Collateral Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) ” Any entity corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeCo-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Co-Issuers. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.32.4, Section 2.5 and Section 2.69.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesIssuer. The provisions of Section 2.9 Sections 2.7 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the ---------------------- Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.04, Section 2.3, Section 2.5 2.05 and Section 2.68.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.04 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.08. The provisions of Section 2.9 Sections 6.05 and Section 6.4 6.06 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Owner Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Certificates in connection with issuance, transfers and exchanges under Section 2.2Sections 3.3, Section 2.3, Section 2.5 3.4 and Section 2.63.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesCertificates. For all purposes of this IndentureAgreement, the authentication of Notes Certificates by an Authenticating Agent pursuant to this Section 2.14 3.14 shall be deemed to be the authentication of Notes “Certificates "by the Indenture Owner Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Owner Trustee and the Owner TrusteeDepositor. The Indenture Owner Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Servicer and the Owner TrusteeDepositor. Upon receiving such notice of resignation or upon such a termination, the Indenture Owner Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeDepositor and the Servicer. (d) The Administrator Servicer, pursuant to the Servicing Agreement, agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.4 and Section 2.62.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 2.13 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 Sections [2.8 and Section 6.4 6.4] shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”". (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”) " with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuers, the Collateral Trustee may shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.22.4 (Execution, Section 2.3Authentication, Delivery and Dating), Section 2.5 (Registration, Registration of Transfer and Exchange), Section 2.6 (Mutilated, Defaced, Destroyed, Lost or Stolen Note) and Section 2.68.5 (Reference in Debt to Supplemental Indentures), as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 (Authenticating Agents) shall be deemed to be the authentication of Notes “by the Indenture Collateral Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Collateral Trustee and the Owner TrusteeIssuer. The Indenture Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Collateral Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuers. Unless the Authenticating Agent is also the same entity as the Collateral Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 2.8 (Persons Deemed Owners), Section 6.4 (Not Responsible for Recitals or Issuance of Debt) and Section 6.4 6.5 (May Hold Debt) shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6, 2.7 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeCo-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense under Section 11.1. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2, Section Sections 2.3, Section 2.4, 2.5 and Section 2.68.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.4 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuers. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.8. The provisions of Section 2.9 Sections 2.8, 6.5 and Section 6.4 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee Trustee, at the request of the Issuer, may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”.” The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”"AUTHENTICATING AGENT") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section 2.2Sections 2.04, Section 2.32.05, Section 2.5 2.06 and Section 2.68.05, as fully to and for all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. Any Authenticating Agent may, from time to time, direct the Trustee to act as Authenticating Agent hereunder with respect to one or more specified Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.16 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.07. The provisions of Section 2.9 Sections 2.10, 6.04 and Section 6.4 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuers, the Collateral Trustee may shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges 158 under Section 2.22.4 (Execution, Section 2.3Authentication, Delivery and Dating), Section 2.5 (Registration, Registration of Transfer and Exchange), Section 2.6 (Mutilated, Defaced, Destroyed, Lost or Stolen Note) and Section 2.68.5 (Reference in Debt to Supplemental Indentures), as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 (Authenticating Agents) shall be deemed to be the authentication of Notes “by the Indenture Collateral Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Collateral Trustee and the Owner TrusteeIssuer. The Indenture Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Collateral Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuers. Unless the Authenticating Agent is also the same entity as the Collateral Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 2.8 (Persons Deemed Owners), Section 6.4 (Not Responsible for Recitals or Issuance of Debt) and Section 6.4 6.5 (May Hold Debt) shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.22.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 2.12 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer. The Administrator Trustee agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Section 2.9 2.9, 6.4 and Section 6.4 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee Trustee, at the expense of the Issuer, may appoint one or more Persons in addition to the Securities Administrator (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee Trustee, the Securities Administrator and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 2.12 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer. The Administrator Trustee agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) ". Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee Trustee, at the request of the Issuer, may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 2.5, 2.6 and Section 2.69.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section Sections 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”"AUTHENTICATING AGENT") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section SECTIONS 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section SECTION 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) . The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section SECTIONS 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Co-Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity or organization into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity or organization resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity or organization succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) entity or organization. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Co-Issuers. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6, 2.7 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes 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 Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with issuance, transfers and exchanges under Section 2.2, Section 2.3, Section 2.5 Sections 2.06 and Section 2.6, 2.07 as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by those Sections to authenticate such and deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.12 in connection with their initial issuance and for purposes of Section 2.08), the authentication and delivery of Notes by an the Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication and delivery of Notes “"by the Indenture Trustee”. ". Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Trustee hereunder and has its principal office in the City and State of New York. Any Authenticating Agent shall also serve as Note Registrar or co-Note Registrar as provided in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.15 shall deliver to the Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (bincluding reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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 entity is otherwise eligible under this Section, without the execution or filing of any document or any further act on the part of the parties hereto or such the Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. 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, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees Issuer and shall mail notice of such appointment to pay to each Authenticating Agent from time to time reasonable compensation for its servicesall Holders of Notes. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.NOTEHOLDERS' LISTS AND REPORTS

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) Person. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6 and Section 2.68.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 2.12 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Majority Representative, the Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Majority Representative and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Issuer and the Majority Representative. The Administrator Trustee agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.4, Section 2.32.5, Section 2.5 2.6, 2.13 and Section 2.68.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 6.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Issuer. Unless the Authenticating Agent is also the same entity as the Trustee. (d) The Administrator , the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Section 2.9 Sections 2.8, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Upon the request of the Trust, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.04, Section 2.5 2.05 and Section 2.69.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. (b) . Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeTrust. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeTrust. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Trust. The Administrator Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Section 2.9 Sections 2.04 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuanceissuances, transfers and exchanges under Section 2.2Sections 3.2, Section 2.33.4, Section 2.5 3.5 and Section 2.69.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be 3.10 is deemed to be the authentication of Notes “by the Indenture Trustee.”. (b) Any entity Person into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity Person resulting from any merger, consolidation or conversion to which any an Authenticating Agent shall be is a party, or any entity Person succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall will be the successor of such Authenticating Agent hereunder, under this Indenture without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entityact. (c) Any An Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice will notify the Owner Trustee of any such appointment to the Owner Trusteeappointment. (d) The Administrator agrees to pay Sections 8.2 and 8.4 will apply to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Upon the request of the Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Persons (each, an “Authenticating Agent”) Agents with power to act on its behalf and subject to its direction in the authentication of Notes Securities in connection with issuanceissuances and transfers under Sections 2.4, transfers 2.5, 2.6 and exchanges under Section 2.2, Section 2.3, Section 2.5 and Section 2.68.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those such Sections to authenticate such NotesSecurities. For all purposes of this Indenture, the authentication of Notes Securities by an Authenticating Agent pursuant to this Section 2.14 6.12 shall be deemed to be the authentication of Notes “Securities "by the Indenture Trustee”. (b) " Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving prior written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to of the Owner Trustee. (d) Issuer. The Administrator Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of Section 2.9 Sections 2.9, 6.4 and Section 6.4 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes Bonds in connection with issuance, transfers and exchanges under Section 2.2Sections 2.02, Section 2.32.04, Section 2.5 2.05, 2.06, 2.09, 2.13 and Section 2.6, 4.02 as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such NotesBonds. For all purposes of this Indenture, the authentication of Notes Bonds by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “Bonds "by the Indenture Trustee”. (b) " Any entity Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity. (c) corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeAgent. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) Agent. The Administrator agrees to pay to each Authenticating Agent from time to time time, reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section 2.2Sections 2.05, Section 2.32.06, Section 2.5 2.07, 2.08 and Section 2.610.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall 57 2003-A Indenture be deemed to be the authentication of Notes “"by the Indenture Trustee”." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner TrusteeIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner TrusteeIssuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner TrusteeIssuer. (d) The Administrator agrees to pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its servicesservices as agreed upon between the Authenticating Agent and the Administrative Agent. The provisions of Section 2.9 and Section 6.4 2.10 shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an “"Authenticating Agent”") with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section Sections 2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “"by the Indenture Trustee”." (b) Any entity corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entitycorporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee. (d) The Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.succes-