Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, Issuer 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 6.16 hereofits reasonable expenses relating thereto. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The Owner Trustee, acting at the direction of the Majority 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 Indenture 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 6.14, the Owner Trustee, acting at the direction of the Majority 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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) Debt in connection with the issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustCollateral Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14the Collateral Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall Trustee may appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereof, and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 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 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 or banking association entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereofservices. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's Issuing Entity’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuing Entity. The 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 Indenture 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 6.14, the 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's ’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Class A Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuances, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Class A Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof11.1. The provisions of Sections 2.092.9, 6.04 6.3, 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersCo-Issuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 6.4 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationentity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Co-Issuers. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeCo-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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 such payments pursuant payments, subject to Section 6.16 hereof6.8. The provisions of Sections 2.092.8, 6.04 6.5 and 6.05 hereof 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers, and exchanges under Section 2.06 hereofSections 3.02 and 3.06, as fully to all intents and purposes as though the each Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuers. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture 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 6.14, the 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 NotesIssuers. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereof. The provisions the corporate trust business of Sections 2.09, 6.04 and 6.05 hereof 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 Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's Issuing Entity’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuing Entity. The 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 Indenture 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 6.14, the 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer and the Co-Issuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 Sections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee, the Issuer and the Co-Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCo-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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 6.7 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 Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's Issuing Entity’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuing Entity. The 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 Indenture 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 6.14, the 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's ’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The Owner Trustee, acting at the direction of the Majority 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 Indenture 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 6.14, the Owner Trustee, acting at the direction of the Majority 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, behalf and subject to the direction of the Majority Certificateholders, Certificateholders in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersApplicable Issuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, incurrence, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustCollateral Trustee and the Applicable Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeApplicable 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 6.14the Collateral Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersApplicable Issuer, shall 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) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeAgent. 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 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers, and exchanges under Section 2.06 hereofSections 3.02 and 3.06, as fully to all intents and purposes as though the each Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuers. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture 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 6.14, the 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 NotesIssuers. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereof. The provisions the corporate trust business of Sections 2.09, 6.04 and 6.05 hereof 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 Owner Trustee, acting at If the direction of Trustee so chooses the Majority Certificateholders, shall Trustee may appoint an one or more Authenticating Agent Agents with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Indenture Issued Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Indenture Issued Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationentity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeCo-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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.8. The provisions of Sections 2.092.8, 6.04 6.5 and 6.05 hereof 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8 of the Asset Sale Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's ’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The 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 Indenture 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 6.14, the 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall Indenture Trustee may appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereof, and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 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 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 or banking association entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereofservices. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersCo-Issuers, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more Authenticating Agents, which shall appoint an Authenticating Agent initially be the Bank, with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeCo-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 6.14the Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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 Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Officeat the Indenture 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8.02. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting Upon the request of the Issuer and at the direction expense of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof 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 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.Section

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer and the Co-Issuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 Sections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 2.13 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee, the Issuer and the Co-Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCo-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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 6.7 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 Owner Trustee, acting at Upon the direction written request of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereofand 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 payments, subject to Section 6.16 hereof6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority Certificateholders---------------------- Issuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 2.04, 2.05 and 8.05, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 6.04 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.16 hereof6.08. The provisions of Sections 2.09, 6.04 6.05 and 6.05 hereof 6.06 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting Upon the request of the Issuer and at the direction expense of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof 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 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 payments, subject to Section 6.16 hereof6.07. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 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 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 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.119

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 the issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustCollateral Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14the Collateral Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall Trustee may appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereof, and 2.07 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 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 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 or banking association entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.NOTEHOLDERS' LISTS AND REPORTS

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds of each Series designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 2.06 hereofSections 2.6 and 2.7, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 or banking association Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 Section 6.148.14, 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 Person. 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 banking associationin 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 TrustTrustee and to the Company. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCompany. 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 6.148.14, the Owner TrusteeTrustee may, acting at the direction and shall, upon request of the Majority CertificateholdersCompany, shall 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) hereof, 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 6.16 hereofpayments. The provisions of Sections 2.098.2(a), 6.04 (b), (c), (e) and 6.05 hereof (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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's Issuing Entity’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuing Entity. The Owner Trustee, acting at the direction of the Majority 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 Indenture 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 6.14, the Owner Trustee, acting at the direction of the Majority 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8.02. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The Owner Trustee, acting at the direction of the Majority 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 Indenture 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 6.14, the Owner Trustee, acting at the direction of the Majority 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8.02. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof in connection with their initial issuance), the authentication and delivery of Notes Bonds by the Authenticating Agent pursuant to this Section 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8.02(c). The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustCollateral Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14the Collateral Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's ’s behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The Owner Trustee, acting at the direction of the Majority 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 Indenture 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 6.14, the Owner Trustee, acting at the direction of the Majority 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, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes Note designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 hereof 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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. 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.04 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereofand 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 payments, subject to Section 6.16 hereof6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 Sections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 6.7 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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersApplicable Issuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 the issuance, incurrence, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustCollateral Trustee and the Applicable Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeApplicable 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 6.14the Collateral Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersApplicable Issuer, shall 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) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 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 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 6.148.14, 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agentcorporation.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture, appoint an one (1) or more Authenticating Agent Agents with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 Sections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust OfficeAdministrator. 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 Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustNote Administrator, the Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Trustee and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, Note Administrator 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) hereof, Note Administrator 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 Note Administrator shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.16 6.7 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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuing Entity, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. 9 (NALT 20[●]-[●] Indenture) Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuing Entity. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuing 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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuing Entity, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Issuing Entity. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeIssuing 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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.07. The provisions of Sections 2.09, 2.07 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof 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 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Upon the request of the Lease Trustee, acting at the direction of Indenture Trustee shall, and if the Majority CertificateholdersIndenture Trustee so chooses the Indenture Trustee may, shall appoint one or more Persons (each, an "Authenticating Agent Agent") with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Senior Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 2.2, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though the each such Authenticating Agent had been expressly authorized by Section 2.06 hereof those 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Senior Notes by the an Authenticating Agent pursuant to this Section 6.14 2.13 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 Any 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 6.14, without the execution or filing of any instrument or any further act on the part of the parties hereto or the such Authenticating Agent or such successor corporation or banking associationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIndenture Trustee and the Lease Trustee. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture Lease 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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, Indenture Trustee shall promptly appoint appoint, if necessary, a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Lease Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 Trustee shall be entitled to be reimbursed for such payments pursuant to in accordance with Section 6.16 hereof6.6. The provisions of Sections 2.09, 6.04 2.8 and 6.05 hereof 6.4 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 6.7 hereof. The provisions of Sections 2.09Section 2.9, 6.04 6.4 and 6.05 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 or banking association Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 Section 6.148.14, 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 Person. 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 banking associationin 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 TrustTrustee and to the Company. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCompany. 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 6.148.14, the Owner TrusteeTrustee may, acting at the direction and shall, upon request of the Majority CertificateholdersCompany, shall 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) hereof, 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 6.16 hereofpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 hereof (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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, the Trustee shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds of each Series designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 2.06 hereofSections 2.6 and 2.7, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustcorporation. The 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 Indenture 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 6.14, the 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) hereof6.1(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 6.16 hereof6.7. The provisions of Sections 2.092.10, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, [___] 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Sections 2.06 hereofand 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereofit as Authenticating Agent. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8 of the Home Loan Sale Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 or banking association Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 Section 6.148.14, 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 Person. 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 banking associationin 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 TrustTrustee and to the Company. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCompany. 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 6.148.14, the Owner TrusteeTrustee may, acting at the direction and shall, upon request of the Majority CertificateholdersCompany, shall 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) hereof, 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 6.16 hereofpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 hereof (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 Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint There may be an Authenticating Agent or Authenticating Agents appointed by the Trustee from time to time with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication andany series of Debt Securities issued upon original issuance, containing provisions therein for such authentication (unless the Owner Trusteeexchange, 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 2.06 hereof, transfer or redemption thereof as fully to all intents and purposes as though the such Authenticating Agent (or Authenticating Agents) had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes Debt Securities by the any Authenticating Agent pursuant to this Section 6.14 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 hereof 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 2.06 hereofits 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 provisions 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. 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 Corporate Trust Office. Any 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 or banking association Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 Section 6.148.14, 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 Person. 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 banking associationin 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 TrustTrustee and to the Company. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCompany. 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 6.148.14, the Owner TrusteeTrustee may, acting at the direction and shall, upon request of the Majority CertificateholdersCompany, shall 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) hereof, 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 6.16 hereofpayments. The provisions of Sections 2.098.02(a), 6.04 (b), (c), (e) and 6.05 hereof (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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersCo-Issuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 or banking association organization into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity or banking association organization resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity or banking association 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 6.14, 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 entity or banking associationorganization. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeCo-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 6.14the Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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 Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall appoint an Authenticating Agent with power to act on the Trust's behalf, subject to the direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The 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 Indenture 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 6.14, the 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, shall Trustee may appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 Sections 2.06 hereofand 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof 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 6.14 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 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 may also serve as Note Registrar or co-Note Registrar, as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. 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 6.14, the 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 services, and the Indenture Trustee shall be entitled to be reimbursed for such payments pursuant payments, subject to Section 6.16 hereof6.07. The provisions of Sections 2.092.10, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 2.06 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof8.02(c). The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in connection with the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 Securities of such Notes) in connection with transfers and exchanges under Section 2.06 hereofseries 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 Section 2.06 hereof 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 hereof 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 6.14 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 hereof 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 2.06 hereofits 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 its Corporate Trust Office. Any Authenticating Agent appointed pursuant eligible to act as such in accordance with 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 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, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or banking association 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 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and to the Company. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeCompany. 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 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) hereof, 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 6.16 hereof6.07. - 58 - 62 The provisions of Sections 2.091.04, 6.03(a), (b), (c), (d), (f) and (g), 6.04 and 6.05 hereof 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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersCo-Issuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Authenticating Agent appointed pursuant to the terms of this Section 6.14 corporationorganization 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 entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation corporationorganization or banking association entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation corporationorganization or banking association 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 6.14, 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 corporationorganization or banking associationentity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeCo-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 6.14the Trustee shall, upon the Owner Trustee, acting at the direction written request of the Majority CertificateholdersIssuer, shall 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 Trustee, and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereofits reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.092.8, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuers, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers, and exchanges under Section 2.06 hereofSections 3.02 and 3.06, as fully to all intents and purposes as though the each Authenticating Agent had been expressly authorized by Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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, Deutsche Bank Trust Company Americas as an Authenticating Agent Agent. The Trustee shall at all times be a Person that both meets the requirements of Section 6.07 hereof 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 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustTrustee and the Issuers. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture 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 6.14, the 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 NotesIssuers. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereof. The provisions the corporate trust business of Sections 2.09, 6.04 and 6.05 hereof 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 Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersTrust, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof such 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 hereof 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Trust. The Owner Trustee, acting at the direction of the Majority Certificateholders, 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 Indenture TrusteeTrust. 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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 NotesTrust. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereof6.07. The provisions of Sections 2.09, 2.04 and 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at Upon the direction request of the Majority CertificateholdersIssuer, shall 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 the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, containing provisions therein for such authentication (unless the 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 issuance, transfers and exchanges under Section 2.06 hereofSections 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 Section 2.06 hereof 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 hereof in connection with their initial issuance)Indenture, the authentication and delivery of Notes by the an Authenticating Agent pursuant to this Section 6.14 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 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, 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 or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustMajority Representative, the Trustee and the Issuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Majority Representative and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, Trustee shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Indenture Trustee, Issuer and shall mail notice of such appointment to all Holders of Notesthe Majority Representative. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, 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 6.16 hereof6.7. The provisions of Sections 2.092.9, 6.04 6.4 and 6.05 hereof 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes Bonds designated for such authentication and, by the Issuer and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 hereof2.06, 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 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 hereof 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 6.14 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 hereof 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 hereof2.06. The office from which the Indenture Trustee shall perform its duties as Note Bond Registrar and Authenticating Agent shall be its 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 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 Section 6.14Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation or banking associationcorporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the TrustIssuer. The Owner Trustee, acting at the direction of the Majority Certificateholders, Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14Section, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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) 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 6.16 hereof6.05 of the Servicing Agreement. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trust shall appoint an Authenticating Agent with power to act on the Trust's behalf, its behalf and subject to the its direction of the Majority Certificateholders, in the authentication and delivery of the Notes designated for such authentication and, by the Trust and containing provisions therein for such authentication (unless or with respect to which the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 2.06 hereof, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by 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 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be 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 Section 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 or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trust. The Owner Trustee, acting at the direction of the Majority Certificateholders, Trust may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Indenture TrusteeTrust. 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 6.14, the Owner Trustee, acting at the direction of the Majority Certificateholders, 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 6.16 hereof. The provisions of Sections 2.09, 6.04 and 6.05 hereof shall be applicable to any Authenticating Agent.