Common use of Authentication Agent Clause in Contracts

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which and the Trustee shall have the right to appointappoint such Authenticating Agent. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 12.2(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be reasonably acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. The Trustee may appoint an authentication agent (athe “Authentication Agent”) So long as any of reasonably acceptable to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent Issuer that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication Agent shall be deemed to be authentication and delivery of such Notes “by the Trustee,” and a certificate of authentication executed on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee an Authentication Agent shall be deemed to include authentication by an Authenticating Agentsatisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Each Authenticating Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authentication Agent shall be acceptable a party, or any corporation or other entity succeeding to the Company and corporate trust business of any Authentication Agent, shall be a the successor of the Authentication Agent hereunder, if such successor corporation that has a combined capital and surplusor other entity is otherwise eligible under this Section 2.14, as most recently reported without the execution or determined by it, sufficient under the laws filing of any jurisdiction under which it is organized paper or in which it is doing business to conduct a trust business, and that is otherwise authorized under any further act on the part of the parties hereto or the Authentication Agent or such laws to conduct such business and is subject to supervision successor corporation or examination by federal or state authoritiesother entity. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint an eligible a successor Authenticating Authentication Agent acceptable (which may be the Trustee), shall give written notice of such appointment to the CompanyIssuer and shall deliver notice of such appointment to all Holders. Any successor Authenticating The Issuer agrees to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authentication Agent, upon acceptance certifies that this is one of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally Notes described in the within-named as an Authenticating Agent pursuant hereto.Indenture. By: Authorized Officer

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Series 2008-A Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Series 2008-A Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderSeries 2008-A Notes. All references Whenever reference is made in this Indenture to the authentication of Debentures Series 2008-A Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Series 2008-A Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Series 2008-A Notes described in the within-mentioned agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the he Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to and approved by the Company in writing and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 12.2(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. (c) The Trustee agrees to pay the Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 9.7.

Authentication Agent. (a) So long The Authentication Agent undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any of Indenture Supplement and no implied covenants or obligations shall be read into this Indenture or such Indenture Supplement against the Debentures remain Outstanding there Authentication Agent. The Issuer may be an Authenticating remove the Authentication Agent for any or all such Debentures, which if the Trustee Issuer determines in its sole discretion that the Authentication Agent shall have the right failed to appointperform its obligations under this Indenture or any Indenture Supplement in any material respect or for other good reason. Said Authenticating The Authentication Agent shall be authorized permitted to resign upon 30 days’ written notice to the Issuer. Upon the removal or resignation of the Authentication Agent, the Issuer shall appoint a successor to act on behalf as Authentication Agent. The Issuer shall notify the Indenture Trustee and the Rating Agencies of the Trustee to authenticate Debentures issued upon exchange, transfer removal or partial redemption thereof, resignation of the Authentication Agent and Debentures so authenticated shall be entitled to the benefits identity and location of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating successor Authentication Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay to BNY from time to time reasonable compensation for its services and all reasonable out-of-pocket expenses incurred or made by it, including costs of collection. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of BNY’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify BNY against any and all loss, liability or expense (including the fees and expenses of either in-house counsel or outside counsel, but not both) incurred by it in connection with the performance of its duties hereunder and under any Indenture Supplement. BNY shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by BNY to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the Companyextent of such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by BNY through BNY’s own willful misconduct, negligence or bad faith. (c) The Trustee may at any time (provisions of Sections 6.01, 6.03, 6.04 and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and 6.05 shall be applicable to the Company. Upon resignation, termination or cessation of eligibility of Authentication Agent. (d) Pursuant to any Authenticating Agentappointment made under this Section 2.04, the Trustee Notes may appoint an eligible successor Authenticating Agent acceptable have endorsed thereon, in lieu of or in addition to the CompanyAuthentication Agent’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. Any successor Authenticating AgentTHE BANK OF NEW YORK, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Authentication Agent pursuant hereto.By: Authorized Signatory”

Authentication Agent. The Trustee may appoint an Authentication Agent (a“Authentication Agent”) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.07, Section 2.08, Section 2.09, Section 9.04 and Section 13.03 as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication Agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee an Authentication Agent shall be deemed to include authentication by an Authenticating Agentsatisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Each Authenticating Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation or other entity into which any Authentication Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authentication Agent shall be acceptable a party, or any corporation or other entity succeeding to the Company and corporate agency or corporate trust business of any Authentication Agent, shall be a the successor of the Authentication Agent hereunder, if such successor corporation that has a combined capital and surplusor other entity is otherwise eligible under this Section, as most recently reported without the execution or determined by it, sufficient under the laws filing of any jurisdiction under which it is organized paper or in which it is doing business to conduct a trust business, and that is otherwise authorized under any further act on the part of the parties hereto or the Authentication Agent or such laws to conduct such business and is subject to supervision successor corporation or examination by federal or state authoritiesother entity. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the Company. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint an eligible a successor Authenticating Authentication Agent (which may be the Trustee), shall give written notice of such appointment to the Company and to all Noteholders. The Company agrees to pay to the Authentication Agent from time to time reasonable compensation for its services on the terms agreed from time to time between the Company and the Authentication Agent. The provisions of Section 7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 15.10 shall be applicable to any Authentication Agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as Authentication Agent and Deutsche Bank Luxembourg S.A. as Authentication Agent hereby accepts such appointment and the Company hereby confirms that such appointment is acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant heretoit.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be reasonably acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Insurer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 2.11(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in substantially the following form: "This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory"

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint, subject to the satisfaction of the Company. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Series 2017-A Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Series 2017-A Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderSeries 2017-A Notes. All references Whenever reference is made in this Indenture to the authentication of Debentures Series 2017-A Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Series 2017-A Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Series 2017-A Notes described in the within-mentioned agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be reasonably acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.13. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.13, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long The Authentication Agent undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any of Indenture Supplement and no implied covenants or obligations shall be read into this Indenture or such Indenture Supplement against the Debentures remain Outstanding there Authentication Agent. The Issuer may be an Authenticating remove the Authentication Agent for any or all such Debentures, which if the Trustee Issuer determines in its sole discretion that the Authentication Agent shall have the right failed to appointperform its obligations under this Indenture or any Indenture Supplement in any material respect or for other good reason. Said Authenticating The Authentication Agent shall be authorized permitted to resign upon 30 days' written notice to the Issuer. Upon the removal or resignation of the Authentication Agent, the Issuer shall appoint a successor to act on behalf as Authentication Agent. The Issuer shall notify the Indenture Trustee and the Rating Agencies of the Trustee to authenticate Debentures issued upon exchange, transfer removal or partial redemption thereof, resignation of the Authentication Agent and Debentures so authenticated the identity and location of the successor Authentication Agent. The resignation provisions of this Section 2.04(a) shall be entitled apply to the benefits of this Indenture --------------- Trustee in its capacity as Transfer Agent and shall be valid and obligatory for all purposes Registrar as if authenticated by the Trustee hereunder. All references well as in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating its capacity as Authentication Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation Pursuant to the Trustee and Receivables Purchase Agreement, the Issuer shall direct the Servicer to pay to the CompanyAgent from time to time reasonable compensation for its services and all reasonable out-of-pocket expenses incurred or made by it, including costs of collection. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Agent's counsel, accountants, agents and experts. The Trustee Issuer shall cause the Servicer to indemnify the Agent against any and all loss, liability or expense (including the fees and expenses of either in-house counsel or outside counsel, but not both) incurred by it in connection with the performance of its duties hereunder and under any Indenture Supplement. The Agent shall notify the Issuer and the Servicer promptly of any claim for which it may at any time (and upon request seek indemnity. Failure by the Company shall) terminate Agent to so notify the agency Issuer and the Servicer shall not relieve the Issuer of any Authenticating Agent by giving written notice of termination to its obligations hereunder unless such Authenticating Agent loss, liability or expense could have been avoided with such prompt notification and then only to the Companyextent of such loss, expense or liability which could have been so avoided. Upon resignationNeither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, termination liability or cessation expense incurred by the Agent through the Agent's own willful misconduct, negligence or bad faith. (c) The provisions of eligibility of any Authenticating AgentSections 6.01, the Trustee may appoint an eligible successor Authenticating Agent acceptable 6.03, 6.04 and 6.05 shall ------------- ---- ---- ---- be applicable to the CompanyAgent. (d) Pursuant to any appointment made under this Section 2.04, ------------ the Notes may have endorsed thereon, in lieu of or in addition to the Authentication Agent's certificate of authentication, an alternative certificate of authentication in substantially the following form: "This is one of the Notes designated above and referred to in the within-mentioned Indenture. Any successor Authenticating Agent-------------------------, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Authentication Agent pursuant hereto.By: __________________________ Authorized Signatory

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.. 20 27

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon written request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 2.12(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any The Trustee may appoint one or more Authenticating Agents (which shall not be a UK Tax Resident nor act out of a branch or agency in the Debentures remain Outstanding there may be United Kingdom for the purposes of this transaction) (each, an Authenticating Agent for any or all such Debentures, "Xxxxxxxxxxxxxx Xxent") with respect to the Certificates which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating such Certificates outside the United Kingdom in connection with the issuance, delivery and registration of transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits exchange of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereundersuch Certificates. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall must be acceptable to the Company and shall be a corporation that has a combined capital and surplusAdministrative Party. Notwithstanding anything contained herein to the contrary, as most recently reported or determined by it, sufficient under the laws appointment of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any an Authenticating Agent pursuant to this Section 6.12 shall cease to be eligible in accordance with these provisionsnot release the Trustee from the duties, it shall resign immediatelyobligations, responsibilities or liabilities arising under this Agreement. (b) Any institution succeeding to the corporate agency business of any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authenticating Agent; provided, however that such institution shall not be a UK Tax Resident nor act out of a branch or agency in the United Kingdom for the purposes of this transaction. An Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyAdministrative Party. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the CompanyAdministrative Party. Upon resignationreceiving such a notice of resigna- tion or upon such a termination, termination or cessation of eligibility of in case at any time an Authenticating AgentAgent shall cease to be acceptable to the Trustee or the Administrative Party, the Trustee promptly may appoint an eligible a successor Authenticating Agent acceptable to the CompanyAgent. Any successor Authenticating Agent, Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent pursuant heretoshall be appointed unless acceptable to the Administrative Party and it shall not be a UK Tax Resident nor act out of a branch or agency in the United Kingdom for the purposes of this transaction. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. The provisions of Section 9.1, 9.2 and 9.3 shall be applicable to any Authenticating Agent. (c) Pursuant to an appointment made under this Section 6.12, the Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Trust Agreement referred to herein. ----------------------------------------- ----------------------------------------- as Authenticating Agent for the Trustee by ----------------------------------------- Authorized Signatory

Authentication Agent. The Trustee may appoint an authentication agent (athe “Authentication Agent”) So long as any of reasonably acceptable to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent Issuers that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication Agent shall be deemed to be authentication and delivery of such Notes “by the Trustee,” and a certificate of authentication executed on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee an Authentication Agent shall be deemed to include authentication by an Authenticating Agentsatisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Each Authenticating Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authentication Agent shall be acceptable a party, or any corporation or other entity succeeding to the Company and corporate trust business of any Authentication Agent, shall be a the successor of the Authentication Agent hereunder, if such successor corporation that has a combined capital and surplusor other entity is otherwise eligible under this Section 2.14, as most recently reported without the execution or determined by it, sufficient under the laws filing of any jurisdiction under which it is organized paper or in which it is doing business to conduct a trust business, and that is otherwise authorized under any further act on the part of the parties hereto or the Authentication Agent or such laws to conduct such business and is subject to supervision successor corporation or examination by federal or state authoritiesother entity. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuers. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuers. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint an eligible a successor Authenticating Authentication Agent acceptable (which may be the Trustee), shall give written notice of such appointment to the CompanyIssuers and shall deliver notice of such appointment to all Holders. Any successor Authenticating The Issuers agree to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authentication Agent, upon acceptance certifies that this is one of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally Notes described in the within-named as an Authenticating Agent pursuant hereto.Indenture. By: Authorized Signatory

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to and approved by the Company in writing and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 13.2(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. (c) The Trustee agrees to pay the Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 10.8.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be reasonably acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Insurer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.Authentication

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which Authenticating Agent the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible a successor Authenticating Agent acceptable to eligible under the Companyprovisions of Section 2.12(a) of this Indenture. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more authenticating agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Certificates which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Certificates in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits repayment of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderCertificates. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agentauthenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each Authenticating Agent shall authenticating agent must be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyJCPR. (b) Any Authenticating Agent institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyJCPR. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent an authenticating agent by giving written notice of termination to such Authenticating Agent authenticating agent and to the CompanyJCPR. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an authenticating agent shall cease to be acceptable to the Trustee or JCPR, the Trustee promptly may appoint an eligible a successor Authenticating Agent acceptable to the Companyauthenticating agent. Any successor Authenticating Agent, authenticating agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and JCPR. (d) The Trustee agrees to pay each authenticating agent from time to time reasonable compensation for its services under this Section 6.8, and the Trustee shall be entitled to be reimbursed and JCPR shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5. (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 6.8, the Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: 66 This is one of the Certificates described in the Pooling and Servicing Agreement. _________________________ _________________________ as Authenticating Agent pursuant hereto.for the Trustee, By: ______________________ Authorized Office

Authentication Agent. (a) So long The Authentication Agent undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any of Indenture Supplement and no implied covenants or obligations shall be read into this Indenture or such Indenture Supplement against the Debentures remain Outstanding there Authentication Agent. The Issuer may be an Authenticating remove the Authentication Agent for any or all such Debentures, which if the Trustee Issuer determines in its sole discretion that the Authentication Agent shall have the right failed to appointperform its obligations under this Indenture or any Indenture Supplement in any material respect or for other good reason. Said Authenticating The Authentication Agent shall be authorized permitted to resign upon 30 days' written notice to the Issuer. Upon the removal or resignation of the Authentication Agent, the Issuer shall appoint a successor to act on behalf as Authentication Agent. The Issuer shall notify the Indenture Trustee and the Rating Agencies of the Trustee to authenticate Debentures issued upon exchange, transfer removal or partial redemption thereof, resignation of the Authentication Agent and Debentures so authenticated shall be entitled to the benefits identity and location of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating successor Authentication Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay to BNY from time to time reasonable compensation for its services and all reasonable out-of-pocket expenses incurred or made by it, including costs of collection. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of BNY's agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify BNY against any and all loss, liability or expense (including the fees and expenses of either in-house counsel or outside counsel, but not both) incurred by it in connection with the performance of its duties hereunder and under any Indenture Supplement. BNY shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by BNY to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the Companyextent of such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by BNY through BNY's own willful misconduct, negligence or bad faith. (c) The Trustee may at any time (provisions of Sections 6.01, 6.03, 6.04 and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and 6.05 shall be applicable to the Company. Upon resignation, termination or cessation of eligibility of Authentication Agent. (d) Pursuant to any Authenticating Agentappointment made under this Section 2.04, the Trustee Notes may appoint an eligible successor Authenticating Agent acceptable have endorsed thereon, in lieu of or in addition to the CompanyAuthentication Agent's certificate of authentication, an alternative certificate of authentication in substantially the following form: "This is one of the Notes described in the within-mentioned Agreement. Any successor Authenticating AgentTHE BANK OF NEW YORK, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Authentication Agent pursuant hereto.By: -------------------------------------- Authorized Signatory"

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which and the Trustee shall have the right to appointappoint such Authenticating Agent. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.. ARTICLE III

Authentication Agent. The Trustee may appoint an authentication agent (athe “Authentication Agent”) So long as any of reasonably acceptable to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent Issuers that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication Agent shall be deemed to be authentication and delivery of such Notes “by the Trustee,” and a certificate of authentication executed on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee an Authentication Agent shall be deemed to include authentication by an Authenticating Agentsatisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Each Authenticating Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authentication Agent shall be acceptable a party, or any corporation or other entity succeeding to the Company and corporate trust business of any Authentication Agent, shall be a the successor of the Authentication Agent hereunder, if such successor corporation that has a combined capital and surplusor other entity is otherwise eligible under this Section 2.14, as most recently reported without the execution or determined by it, sufficient under the laws filing of any jurisdiction under which it is organized paper or in which it is doing business to conduct a trust business, and that is otherwise authorized under any further act on the part of the parties hereto or the Authentication Agent or such laws to conduct such business and is subject to supervision successor corporation or examination by federal or state authoritiesother entity. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuers. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuers. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint an eligible a successor Authenticating Authentication Agent acceptable (which may be the Trustee), shall give written notice of such appointment to the CompanyIssuers and shall deliver notice of such appointment to all Holders. Any successor Authenticating The Issuers agree to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authentication Agent, upon acceptance certifies that this is one of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally Notes described in the within-named as an Authenticating Agent pursuant hereto.Indenture. By: Authorized Officer

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyMaster Servicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Master Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 11.1 and 11.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in substantially the following form: 18 "This is one of the Notes described in the within-mentioned Agreement. -------------------------------- -------------------------------- as Authentication Agent for the Trustee By: ---------------------------- Authorized Signatory"

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyMaster Servicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Master Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 11.1 and 11.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyMaster Servicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Master Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 11.1 and 11.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. ________________________________ ________________________________ as Authentication Agent for the Trustee By: ____________________________ Authorized Signatory”

Authentication Agent. (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures by the Trustee shall be deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. ARTICLE III.

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Series 2008-A Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Series 2008-A Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderSeries 2008-A Notes. All references Whenever reference is made in this Indenture to the authentication of Debentures Series 2008-A Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any power or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Xxxxxxxxxxxxxx Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.4. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.4, the Series 2008-A Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Series 2008-A Notes described in the within-mentioned agreement. 34 as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture Agreement to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Insurer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. as Authentication Agent for the Trustee By: Authorized Signatory”

Authentication Agent. (a) So long as any of The Trustee may appoint one or more Authentication Agents with respect to the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, Notes which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures issued upon exchangein authenticating the Notes in connection with the issuance, transfer delivery, registration of transfer, exchange or partial redemption thereof, and Debentures so authenticated shall be entitled to repayment of the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunderNotes. All references Whenever reference is made in this Indenture to the authentication of Debentures Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authenticating Authentication Agent shall must be acceptable to the Company Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediatelyServicer. (b) Any Authenticating institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent. (c) An Authentication Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Swap Counterparty and to the CompanyIssuer. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating an Authentication Agent by giving written notice of termination to such Authenticating Authentication Agent and to the CompanyIssuer, the Insurer, the Swap Counterparty and the Servicer. Upon resignationreceiving such a notice of resignation or upon such a termination, termination or cessation of eligibility of in case at any Authenticating Agenttime an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint an eligible a successor Authenticating Agent acceptable to the CompanyAuthentication Agent. Any successor Authenticating Agent, Authentication Agent upon acceptance of its appointment hereunder, hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder hereunder, with like effect as if originally named as an Authenticating Authentication Agent. No successor Authentication Agent pursuant heretoshall be appointed unless acceptable to the Issuer and the Servicer. (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19. (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent. (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: “This is one of the Notes described in the within-mentioned Agreement. ________________________________ ________________________________ as Authentication Agent for the Trustee By: ____________________________ Authorized Signatory”