Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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) Debt in connection with the issuance, transfers and exchanges under Section 2.06Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver Notessuch Debt. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes "Debt by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Issuer 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 Issuer. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms terns of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating AgentAgent acceptable to the Note Insurer, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Issuer shall 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 Indenture 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 Sections 2.05, 2.06, 2.07, 2.08 and 10.06, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be in the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms absence of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense thereof. (including reasonable attorneys' feesb) 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. . (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIndenture Trustee and the Owner Trustee. The Issuer 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 IssuerOwner Trustee. 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 Issuer shall promptly Indenture Trustee may appoint a successor Authenticating Agent, Agent and shall give written notice of any such appointment to the Indenture Owner Trustee, and shall mail notice of such appointment to all Holders of Notes. . (d) The Indenture Trustee agrees, subject to Section 6.01(e), Administrator agrees to pay to any each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its services as agreed upon between the Authenticating Agent and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing AgreementAdministrative Agent. The provisions of Sections 2.09, 6.04 2.10 and 6.05 7.19 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint an one or more Authenticating Agent Agents with power to act on its behalf and subject to its direction in the authentication and delivery of the Class A 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 Indenture 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 issuances, transfers and exchanges under Section 2.06Sections 2.4, 2.5, 2.6 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver such Class A Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Class A Notes by the an Authenticating Agent pursuant to this Section 6.15 shall be deemed to be the authentication and delivery of Class A Notes "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture 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, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to its reasonable expenses relating thereto as an Administrative Expense under Section 6.04 of the Servicing Agreement11.1. The provisions of Sections 2.092.9, 6.04 6.3, 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 issuing entity or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIssuing Entity. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Trustee may appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, Sections 2.06 and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 6.09 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States City and State of AmericaNew York. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the also serve as Note Registrar or co-Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture 6.15 shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), Issuer agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreementservices. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuers, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 transfers issuance, transfers, and exchanges under Section 2.06Sections 3.02 and 3.06, as fully to all intents and purposes as though the each Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver the Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 8.12 shall be deemed to be the authentication and delivery of such Notes "“by the Indenture Trustee." Such ” The Issuers hereby direct the Trustee to appoint, and the Trustee hereby appoints pursuant to such direction, Elavon Financial Services DAC, as an Authenticating Agent Agent. The Trustee shall at all times be a Person that both meets the requirements of Section 6.07 have no liability for such appointment or for the Indenture Trustee hereunder and has an office for presentation actions of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and the Issuers. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuers. The Indenture Trustee agrees, subject to Section 6.01(e), 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 Indenture Trustee 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 entitled a party, or any entity succeeding to be reimbursed for such payments pursuant to Section 6.04 the corporate trust business of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor entity.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms terns of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating AgentAgent acceptable to the Note Insurer, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIssuing Entity. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 2.12 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Issuing Entity or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIssuing Entity. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Upon the request of the Issuer shall and the Co-Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 2.12 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer and the Co-Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and the Co-Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuer. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent appointed by it from time to time reasonable compensation for its services services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.7 hereof. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuers, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 transfers issuance, transfers, and exchanges under Section 2.06Sections 3.02 and 3.06, as fully to all intents and purposes as though the each Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver the Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 8.13 shall be deemed to be the authentication and delivery of such Notes "“by the Indenture Trustee." Such ” The Issuers hereby direct the Trustee to appoint, and the Trustee hereby appoints pursuant to such direction, Deutsche Bank Luxembourg S.A. as an Authenticating Agent Agent. The Trustee shall at all times be a Person that both meets the requirements of Section 6.07 have no liability for such appointment or for the Indenture Trustee hereunder and has an office for presentation actions of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and the Issuers. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuers. The Indenture Trustee agrees, subject to Section 6.01(e), 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 Indenture Trustee 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 entitled a party, or any entity succeeding to be reimbursed for such payments pursuant to Section 6.04 the corporate trust business of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor entity.

Authenticating Agents. The Issuer shall Upon the request of the Applicable Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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, incurrence, transfers and exchanges under Section 2.06Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Applicable Issuer. The Issuer 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 Applicable Issuer. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Applicable Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Applicable Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Applicable Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in connection with the authentication and delivery of the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (issued upon exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (the "AUTHENTICATING AGENT") had been expressly authorized by that Section to authenticate and deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than except in connection with the authentication and delivery case of original issuance of Notes pursuant to Sections 2.05 and 2.11 the issuance of Notes in connection with their initial issuancereplacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Notes by the an Authenticating Agent appointed pursuant to the provisions of this Section shall be deemed to be the authentication and delivery of such Notes "by the Trustee," and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that "the Trustee shall authenticate and deliver" Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee." Such . Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually, pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms provisions of this Section 6.14 or pursuant to 7.12, it shall resign immediately in the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties manner and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrareffect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under to act as such in accordance with the provisions of this SectionSection 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under to act as such in accordance with the provisions of this SectionSection 7.12, the Issuer shall promptly Trustee may appoint a successor Authenticating Agentauthenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall mail at the expense of the Company give notice of such appointment to all Holders of NotesNotes in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent under this Section and to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services (to the extent such compensation is not paid by the Company), and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant subject to the provisions of Section 6.04 of the Servicing Agreement7.06. 71 The provisions of Sections 2.097.03, 6.04 7.04 and 6.05 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, As Trustee By ------------------------------- As Authenticating Agent By ------------------------------- Authorized Signatory

Authenticating Agents. The Issuer Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents, which shall appoint an Authenticating Agent initially be the Bank, 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 Indenture 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 2.06Sections 2.4, 2.5, 2.6 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Issuer 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 Issuer. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall If the Trustee so chooses the Trustee may appoint an one or more Authenticating Agent Agents with power to act on its behalf and subject to its direction in the authentication and delivery of the Indenture Issued 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 Indenture 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 2.06Sections 2.4, 2.5 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver such Indenture Issued Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Indenture Issued Notes by the an Authenticating Agent pursuant to this Section 6.4 shall be deemed to be the authentication and delivery of Indenture Issued Notes "“by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. ” Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationentity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerCo-Issuers. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesCo-Issuers. The Indenture Trustee agrees, subject to Section 6.01(e), Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services (provided, however, that, so long as an Authenticating Agent is the Trustee, or an Affiliate thereof, such compensation shall be payable by the Trustee, rather than by the Issuer), and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.8. The provisions of Sections 2.092.8, 6.04 6.5 and 6.05 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 6.08 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 6.13 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 8 of the Servicing Asset Sale Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its the Trust's behalf and subject to its the direction of the Majority Certificateholders in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which the Issuer Owner Trustee acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Indenture Trustee may appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, Sections 2.06 and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 6.09 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States City and State of AmericaNew York. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the also serve as Note Registrar or co-Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Indenture Trustee pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture 6.15 shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Issuer 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 Issuer. 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 Issuer Indenture Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), Issuer agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreementservices. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerAgent. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be at the Corporate Trust OfficeIndenture Trustee's offices located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement8.02. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Applicable Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 the issuance, incurrence, transfers and exchanges under Section 2.06Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Applicable Issuer. The Issuer 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 Applicable Issuer. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Applicable Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Applicable Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Applicable Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes such Debt Securities "by the Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Debt Securities or that Debt Securities "shall have been authenticated and delivered by the Trustee." Such ", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any State or Territory or the District of Columbia, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or State authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement8.02(c). The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in connection with 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery Securities of such Notes) in connection with transfers and exchanges under Section 2.06series issued upon exchange, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesSecurities, and Securities so authenticated shall be entitled to the benefits of this Restated Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Restated Indenture (other than except in connection with the authentication case of original issuance of the Securities and delivery the issuance of Notes pursuant to Sections 2.05 and 2.11 Securities in connection with their initial issuancereplacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Notes Securities by the an Authenticating Agent appointed pursuant to the provisions of this Section shall be deemed to be the authentication and delivery of Notes such Securities "by the Trustee," and whenever this Restated Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that "the Trustee shall authenticate and deliver" Securities, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee." Such . Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or any State or the District of Columbia, with a combined capital and surplus of at least ten million dollars and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually, pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms provisions of this Section 6.14 or pursuant to Section, it shall resign immediately in the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties manner and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrareffect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under to act as such in accordance with the provisions of this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under to act as such in accordance with the provisions of this Section, the Issuer shall promptly Trustee may appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall at the expense of the Company mail notice of such appointment to all Holders of NotesSecurities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessors hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent under this Section and to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authentication Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services (to the extent such compensation is not paid by the Company), and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant subject to the provisions of Section 6.04 of the Servicing Agreement6.07. - 58 - 62 The provisions of Sections 2.091.04, 6.03(a), (b), (c), (d), (f) and (g), 6.04 and 6.05 6.07 (insofar as they pertain to indemnification) shall be applicable inure to any the benefit of each Authenticating AgentAgent to the same extent that they inure to the benefit of the Trustee.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 2.12 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuer. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent appointed by it from time to time reasonable compensation for its services services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.7 hereof. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement8.02(c). The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Upon the request of the Issuer and at the expense of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuanceissuance and for purposes of Section 2.07), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 issuances, transfers and exchanges under Section 2.06Sections 2.4, 2.5 and 2.6, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.15 shall be deemed to be the authentication and delivery of Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 entity or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation organization into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity or organization resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity or organization succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Issuer 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 Issuer. 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 Issuer Collateral Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice Issuer if the resigning or terminated Authenticating Agent was originally appointed at the request of such appointment to all Holders of Notesthe Issuer. The Indenture Collateral Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and reimbursement for its reasonable expenses relating thereto and the Indenture Collateral Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.7. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Co-Issuers, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.4, 2.5, 2.6 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 organization or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation organization or entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation organization or entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationorganization or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Issuer 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 IssuerCo-Issuers. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Co-Issuers. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes such Debt Securities "by the Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Debt Securities or that Debt Securities "shall have been authenticated and delivered by the Trustee." Such ", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any State or Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or State authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.119

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes "such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee." Such ”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. The Indenture Trustee shall initially be If such Person publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this SectionSection 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 SectionSection 8.14, the Issuer shall Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall mail at the expense of the Company give notice of such appointment to all Holders of NotesDebt Securities of such series. Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services services, and the Indenture Trustee shall be entitled to be reimbursed have no liability for such payments pursuant to Section 6.04 of the Servicing Agreementpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. _________________________________, as Trustee By:____________________________ Authorized Signatory Dated: OR ________________________________, as Trustee By:____________________________ as Authenticating Agent By:__________________________ Authorized Signatory Dated:

Authenticating Agents. The Issuer shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuanceissuance and for purposes of Section 2.07), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Secured Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Secured Notes by the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Secured Notes "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without gross 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Secured Notes. The Indenture Xxx Xxxxxxxxx Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Upon the request of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06Sections 2.6 and 2.7, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver NotesBonds of such Series. Notwithstanding the foregoing, if an Authenticating Agent for a Series is designated in the related Series Supplement, no separate request or appointment shall be required. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 2.5 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.8), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.9 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Any Authenticating Agent and for a Series shall be the Note also serve as Bond Registrar or co-Bond Registrar for such Series, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.7. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture Supplemental Indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e6.1(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.7. The provisions of Sections 2.092.10, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Trust shall appoint an Authenticating 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 Trust and containing provisions therein for such authentication (or with respect to which the Issuer Trust has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Trust may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerTrust. 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 SectionSection 6.14, the Issuer Trust shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement8.02. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint an one or more Authenticating Agent Agents with power to act on its behalf and subject to its direction in the authentication and delivery of the Senior 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 Indenture 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 2.06Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Senior Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Senior Notes by the an Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Senior Notes "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Issuer 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 Issuer. 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 Issuer Indenture Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuer. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Upon the written request of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06Sections 2.06 and 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." ". Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the Note also serve as Bond Registrar or co-Bond Registrar, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Trustee may appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06Sections 2.06 and 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes "by the Indenture Trustee." Such ". Any Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the may also serve as Note Registrar or co-Note Registrar, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and (and, if applicable, of Note Registrar or co-Note Registrar Registrar) and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Any Authenticating Agent shall cease be entitled to be eligible under this Section, the Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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-co- Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Trustee may appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, Sections 2.06 and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 6.09 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States City and State of AmericaNew York. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the also serve as Note Registrar or co-Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture 6.15 shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.NOTEHOLDERS' LISTS AND REPORTS

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes "such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee." Such ”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. The Indenture Trustee shall initially be If such Person publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this SectionSection 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 SectionSection 8.14, the Issuer shall Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall at the expense of the Company mail notice of such appointment to all Holders of NotesDebt Securities of such series as the names and addresses of such Holders appear on the Debt Security Register. Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services services, and the Indenture Trustee shall be entitled to be reimbursed have no liability for such payments pursuant to Section 6.04 of the Servicing Agreementpayments. The provisions of Sections 2.098.2(a), 6.04 (b), (c), (e) and 6.05 (f), 8.3, 8.4, 8.6 (insofar as it pertains to indemnification), 9.1, 9.2 and 9.3 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. [name] [name] As Trustee As Trustee -OR- By: By: Authorized Officer As Authenticating Agent By: As Authorized Officer

Authenticating Agents. The Issuer Upon the request of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06Sections 2.6 and 2.7, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver NotesBonds of such Series. Notwithstanding the foregoing, if an Authenticating Agent for a Series is designated in the related Series Supplement, no separate request or appointment shall be required. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 2.5 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.8), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.9 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Any Authenticating Agent and for a Series shall be the Note also serve as Bond Registrar or co-Bond Registrar for such Series, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.7. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture Supplemental Indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuing Entity, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIndenture Trustee and the Issuing Entity. The Issuer 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 IssuerIssuing Entity. 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 Issuer Indenture Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuing Entity. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint an one or more Authenticating Agent Agents with power to act on its behalf and subject to its direction in the authentication and delivery of the Secured 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 Indenture 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 the issuance, transfers and exchanges under Section 2.06Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Secured Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Secured Notes by the an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Secured Notes "by the Indenture Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Issuer 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 Issuer. 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 Sectionthe Collateral Trustee shall, upon the Issuer shall written request of the Issuer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), the Issuer agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services services, and the Indenture Trustee shall be entitled to be reimbursed reimbursement for such payments pursuant to Section 6.04 of the Servicing Agreementits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer [___] is hereby initially appointed (and shall appoint an serve in such capacity for so long as it is Master Servicer hereunder) “Authenticating Agent Agent” with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06Sections 2.06 and 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes "Bonds “by the Indenture Trustee." ”. Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaTrustee. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the Note also serve as Bond Registrar or co-Bond Registrar, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), Issuer agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services and services; provided, however, that for so long as the Indenture Trustee Master Servicer is the Authenticating Agent, no additional compensation shall be entitled payable to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreementit as Authenticating Agent. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 6.08 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 6.13 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 8 of the Servicing Home Loan Sale Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of the any series of Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver such Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the any Authenticating Agent pursuant to this Section 8.12 shall be deemed to be the authentication and delivery of such Notes "“by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Notes or that Notes “shall have been authenticated and delivered by the Trustee." Such ”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the laws of the Province of Ontario and any other jurisdictions as may be necessary to enable it to act as an authenticating agent hereunder and being controlled by a corporation with combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by federal or provincial authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of Section 6.07 such authority, then for the Indenture Trustee hereunder purposes of this Section 8.12 the combined capital and has an office for presentation surplus of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.12, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.12. Any Whenever reference is made in this Indenture to the authentication and delivery of Notes of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Notes of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Notes 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation into which any Authenticating Agent may be amalgamated, merged or converted or with which it may be consolidated, or any corporation resulting from any amalgamation, merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 8.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. In case at the time such successor to any such agency shall succeed to such agency any of the Notes shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Notes or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Notes in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by amalgamation, merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Notes by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Notes by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 SectionSection 8.12, the Issuer shall Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall at the expense of the Company mail notice of such appointment to all Holders of NotesNotes of such series as the names and addresses of such Holders appear on the Note Register. Any successor Authenticating Agent with respect to any series of Notes upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.12 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Notes shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including among other things the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section 8.12 and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services services, and the Indenture Trustee shall be entitled to be reimbursed have no liability for such payments pursuant to Section 6.04 of the Servicing Agreementpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.12, the Notes of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes of the series designated herein issued under the within-mentioned Indenture. BNY TRUST COMPANY OF CANADA As Trustee By: As Authenticating Agent By: Authorized Officer

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes "such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee." Such ”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. The Indenture Trustee shall initially be If such Person publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this SectionSection 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 SectionSection 8.14, the Issuer shall Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall at the expense of the Company mail notice of such appointment to all Holders of NotesDebt Securities of such series as the names and addresses of such Holders appear on the Debt Security Register. Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services services, and the Indenture Trustee shall be entitled to be reimbursed have no liability for such payments pursuant to Section 6.04 of the Servicing Agreementpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. __________________________________________________________, As Trustee ____________________________________________________________, As Trustee -OR- By: By: ________________________________________________________, Authorized Officer as Authenticating Agent By: Authorized Officer

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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. 84 Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement8.02. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Secured Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Secured Notes by the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Secured Notes "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Secured Notes. The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint an Authenticating 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 Indenture 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 transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture xxx xxxxxxxxxxxx xxx Xxxxxxxxx Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time 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 (any series of Debt Securities issued upon original issuance, exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by that Section to authenticate and deliver Notessuch Debt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the authentication and delivery of Notes "such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee." Such ”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person that both meets organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. The Indenture Trustee shall initially be If such Person publishes reports of its condition at least annually pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible in accordance with the Corporate Trust Officeprovisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Any Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed pursuant with respect to the terms Debt Securities of this Section 6.14 or pursuant such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness Debt Securities 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrarseries. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this SectionSection 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 SectionSection 8.14, the Issuer shall Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a successor Authenticating Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall mail at the expense of the Company give notice of such appointment to all Holders of NotesDebt Securities of such series. Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent with respect to such series but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services services, and the Indenture Trustee shall be entitled to be reimbursed have no liability for such payments pursuant to Section 6.04 of the Servicing Agreementpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. ________________________________, As Trustee By: Authorized Signatory Dated: OR ________________________________, As Trustee By: as Authenticating Agent By: Authorized Signatory Dated:

Authenticating Agents. The Issuer shall Upon the request of the Issuing Entity, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. 9 (NALT 20[●]-[●] Indenture) Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIndenture Trustee and the Issuing Entity. The Issuer 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 IssuerIssuing Entity. 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 Issuer Indenture Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuing Entity. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in connection with the authentication and delivery of the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (issued upon exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (the “Authenticating Agent”) had been expressly authorized by that Section to authenticate and deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than except in connection with the authentication and delivery case of original issuance of Notes pursuant to Sections 2.05 and 2.11 the issuance of Notes in connection with their initial issuancereplacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Notes by the an Authenticating Agent appointed pursuant to the provisions of this Section 7.12 shall be deemed to be the authentication and delivery of such Notes "“by the Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that “the Trustee shall authenticate and deliver” Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee." Such . Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually, pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms provisions of this Section 6.14 or pursuant to 7.12, it shall resign immediately in the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties manner and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrareffect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under to act as such in accordance with the provisions of this SectionSection 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 to act as such in accordance with the provisions of this SectionSection 7.12, the Issuer shall promptly Trustee may appoint a successor Authenticating Agentauthenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall mail at the expense of the Company give notice of such appointment to all Holders of NotesNotes in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.12 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent under this Section 7.12 and to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services (to the extent such compensation is not paid by the Company), and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant subject to the provisions of Section 6.04 of the Servicing Agreement7.06. The provisions of Sections 2.097.03, 6.04 7.04 and 6.05 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section 7.12, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, As Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Issuer shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuanceissuance and for purposes of Section 2.07), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Issuer. The Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Trustee and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint an one or more Authenticating Agent Agents 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 Indenture 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 2.06Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by that Section such Sections to authenticate and deliver such Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 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 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Issuer Indenture Trustee may at any time terminate the Indenture 8 agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Indenture Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of NotesIssuer. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer shall appoint There may be an Authenticating Agent appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in connection with the authentication and delivery of the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (issued upon exchange, transfer or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.06, redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (the “Authenticating Agent”) had been expressly authorized by that Section to authenticate and deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture (other than except in connection with the authentication and delivery case of original issuance of Notes pursuant to Sections 2.05 and 2.11 the issuance of Notes in connection with their initial issuancereplacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Notes by the an Authenticating Agent appointed pursuant to the provisions of this Section 7.12 shall be deemed to be the authentication and delivery of such Notes "“by the Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that “the Trustee shall authenticate and deliver” Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee." Such . Any such Authenticating Agent shall at all times be a Person that both meets corporation organized and doing business under the requirements laws of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of AmericaAmerica or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. The Indenture Trustee shall initially be If such corporation publishes reports of its condition at least annually, pursuant to law or the Authenticating Agent requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be the Note Registrar deemed to be its combined capital and surplus as provided set forth in Section 2.06its most recent report of condition so published. The office from which the Indenture Trustee shall perform its duties as Note Registrar and If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms provisions of this Section 6.14 or pursuant to 7.12, it shall resign immediately in the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties manner and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 Registrareffect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under to act as such in accordance with the provisions of this SectionSection 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrustee and to the Company. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 to act as such in accordance with the provisions of this SectionSection 7.12, the Issuer shall promptly Trustee may appoint a successor Authenticating Agentauthenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Indenture Trustee, Company and shall mail at the expense of the Company give notice of such appointment to all Holders of NotesNotes in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.12 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent under this Section 7.12 and to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Indenture Trustee agrees, subject to Section 6.01(e), agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services (to the extent such compensation is not paid by the Company), and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant subject to the provisions of Section 6.04 of the Servicing Agreement7.06. The provisions of Sections 2.097.03, 6.04 7.04 and 6.05 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section 7.12, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. As Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating AgentAgent acceptable to the Note Insurer, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Upon the request of the Issuer and at the expense of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuanceissuance and for purposes of Section 2.07), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an office for presentation of Notes Bonds in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its 60 72 part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Bond Registrar or co-Note Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.09, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating AgentAgent acceptable to the Note Insurer, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Upon the request of the Issuer, the Trustee shall appoint an Authenticating Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Notes Bonds 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 Indenture Trustee and such Authenticating Agent, for notation on the Notes Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesBonds) in connection with transfers and exchanges under Section 2.06Sections 2.06 and 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section those Sections to authenticate and deliver NotesBonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes Bonds pursuant to Sections 2.05 and 2.11 2.12 in connection with their initial issuanceissuance and for purposes of Section 2.08), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of Notes Bonds "by the Indenture Trustee." ". Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 6.09 for the Indenture Trustee hereunder and has an its principal office for presentation of Notes in the United States Borough of AmericaManhattan, City and State of New York. The Indenture Trustee shall initially be the Any Authenticating Agent and shall be the Note also serve as Bond Registrar or co-Bond Registrar, as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.14 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Bond Registrar or co-Note Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. 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 Issuer Trustee shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of NotesBonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.04 of the Servicing Agreement6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Secured Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Secured Notes by the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Secured Notes "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without gross 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Secured Notes. The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Issuer Owner Trustee, acting at the direction of the Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of the Notes designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture 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 transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Notes by the Authenticating Agent pursuant to this Section 6.14 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 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture 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 Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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 corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerIssuing Entity. The Issuer Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Certificateholders, shall promptly appoint a successor Authenticating AgentAgent acceptable to the Note Insurer, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), ) hereof to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of the Notes Note designated for such authentication by the Issuer and and, containing provisions therein for such authentication (or with respect to which unless the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes Note of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such NotesNote) in connection with transfers and exchanges under Section 2.062.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by that Section 2.06 hereof to authenticate and deliver Notes. For all purposes of this Indenture (other than in connection with the authentication and delivery of Notes the Note pursuant to Sections 2.05 and 2.11 hereof in connection with their its initial issuance), the authentication and delivery of Notes the Note by the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Notes the Note "by the Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes the Note in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.062.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the its Corporate Trust Office. Any Authenticating Agent (other than the Indenture Trustee) appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of the Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including 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. . (b) Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this SectionSection 6.14, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. corporation or banking association. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the IssuerTrust. The Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. 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 SectionSection 6.14, the Issuer Owner Trustee, acting at the direction of the Majority Certificateholders, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Indenture Trustee, and shall mail notice of such appointment to all Holders of Notes. the Noteholder. (d) The Indenture Trustee agrees, subject to Section 6.01(e)) hereof, to pay to any Authenticating Agent from time to time reasonable compensation for its services and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant to Section 6.04 of the Servicing Agreement6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.