Common use of Eligible Lender Trustee Clause in Contracts

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Swap Agreements) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files (See Attachment B to the Servicing Agreement) Schedule B EXHIBIT A Forms of Notes Exhibit A EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit C

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Swap Agreements) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B )] EXHIBIT A Forms [Form of Notes Exhibit A Notes] [See tabs 15.1 – 16.1] EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit EXHIBIT D Servicing Criteria To Be Addressed In Assessment Of Compliance The assessment of compliance to be delivered by Deutsche Bank Trust Company Americas, as Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”: Reference Criteria Applicability General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Transaction Documents. N/A 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. N/A 1122(d)(1)(iii) Any requirements in the Transaction Documents to maintain a back-up servicer for the trust student loans are maintained. N/A 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. N/A Cash Collection and Administration 1122(d)(2)(i) Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Transaction Documents. N/A 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Transaction Documents. N/A 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Transaction Documents. N/A 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the Transaction Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. N/A 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. N/A 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Transaction Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Transaction Documents. N/A Reference Criteria Applicability Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Transaction Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Transaction Documents; (B) provide information calculated in accordance with the terms specified in the Transaction Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer. N/A 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Transaction Documents. N/A 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Transaction Documents. N/A 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. N/A Pool Asset Administration 1122(d)(4)(i) Collateral or security on student loans is maintained as required by the Transaction Documents or related student loan documents. N/A 1122(d)(4)(ii) Student loan and related documents are safeguarded as required by the Transaction Documents N/A 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Transaction Documents. N/A 1122(d)(4)(iv) Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Transaction Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents. N/A 1122(d)(4)(v) The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. N/A 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Transaction Documents and related pool asset documents. N/A 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Transaction Documents. N/A 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Transaction Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Transaction Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). N/A 1122(d)(4)(ix) Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents. N/A 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Transaction Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Transaction Documents. N/A Reference Criteria Applicability 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Transaction Documents. N/A 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. N/A 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Transaction Documents. N/A 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Transaction Documents. N/A 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Transaction Documents. N/A Date: DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee By: Name: Title:

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Interest Rate Swap AgreementsAgreement) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B EXHIBIT A Forms of Notes Exhibit A (See tabs 15.1 through 16.1) EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Interest Rate Swap Agreements) and any required supplement, amendment or replacement thereofAgreement), and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill Xxxx of Sale (Attachment C B to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B EXHIBIT A Forms of Notes ] Exhibit A EXHIBIT [Form of Notes] Exhibit B [Form of Note Depository Agreement for U.S. Dollar Denominated Notes Notes] Exhibit B EXHIBIT C [Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars]

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Swap Agreements) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B ] EXHIBIT A Forms of Notes (See tabs 15.1 through 16.1) Exhibit A A-1 EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Interest Rate Swap Agreements) and any required supplement, amendment or replacement thereofAgreement), and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill Bxxx of Sale (Attachment C B to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B EXHIBIT A Forms of Notes ] Exhibit A EXHIBIT [Form of Notes] Exhibit B [Form of Note Depository Agreement for U.S. Dollar Denominated Notes Notes] Exhibit B EXHIBIT C [Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars]

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Interest Rate Swap AgreementsAgreement) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) )] Schedule B B-1 EXHIBIT A Forms of Notes Exhibit A A-1 EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars

Eligible Lender Trustee. Not Liable for Certificates or Trust Student Loans. The recitals contained herein and in the Trust Certificates and the Excess Distribution Certificate (other than the signature of and authentication by the Eligible Lender Trustee on the Trust Certificates and the Excess Distribution Certificate) shall be taken as the statements of the Depositor and the Eligible Lender Trustee assumes no responsibility for the correctness thereof. The Eligible Lender Trustee is hereby authorized makes no representations as to the validity or sufficiency of this Agreement, the Trust Certificates, the Excess Distribution Certificate, or any other Basic Document (other than the signature of and directed authentication by the Eligible Lender Trustee on the Trust Certificates and the Excess Distribution Certificate), or the Notes, or of any Trust Student Loan or related documents. The Eligible Lender Trustee shall at no time have any responsibility (or liability except for willfully or negligently terminating or allowing to execute be terminated any of the Guarantee Agreements, in a case where the Eligible Lender Trustee knows of any facts or circumstances which will or could reasonably be expected to result in any such termination) for or with respect to the legality, validity, enforceability and delivereligibility for Guarantee Payments, not federal reinsurance, Interest Subsidy Payments or Special Allowance Payments, as applicable, in respect of any Trust Student Loan, or for or with respect to the sufficiency of the Trust Estate or its individual capacityability to generate the payments to be distributed to Certificateholders or the holder of the Excess Distribution Certificate under this Agreement or the Noteholders under the Indenture, but solely as including the existence and contents of any computer or other record of any Trust Student Loan; the validity of the assignment of any Trust Student Loan to the Eligible Lender Trustee on behalf of the Trust, ; the Remarketing Agreement, completeness of any Swap Agreements Trust Student Loan; the performance or enforcement (including except as expressly set forth in any Basic Document) of any Trust Student Loan; the Initial Currency Swap Agreements) and compliance by the Depositor or the Servicer with any required supplement, amendment warranty or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as representation made under any Basic Document or in any related document or the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to accuracy of any party, any third party such warranty or representation or any Noteholder for any such actions taken at the written instruction action or inaction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, Indenture Trustee or the Servicer or any subservicer taken in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf the name of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files (See Attachment B to the Servicing Agreement) Schedule B EXHIBIT A Forms of Notes Exhibit A EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CEligible Lender Trustee.

Eligible Lender Trustee. The Eligible Lender Trustee is hereby authorized and directed to execute and deliver, not in its individual capacity, but solely as Eligible Lender Trustee on behalf of the Trust, the Remarketing Agreement, any Swap Agreements (including the Initial Currency Swap Agreements) and any required supplement, amendment or replacement thereof, and all Remarketing Agency Agreements and Supplemental Remarketing Agency Agreements as the Administrator, in writing and from time to time, shall instruct the Eligible Lender Trustee to execute. The Eligible Lender Trustee shall not be liable to any party, any third party or any Noteholder for any such actions taken at the written instruction of the Administrator. Notwithstanding the foregoing, in the event that the Eligible Lender Trustee declines or fails to execute or deliver any such document, instrument, certificate or agreement as instructed by the Administrator, the Administrator is hereby authorized, in its sole discretion, to execute and deliver, not in its individual capacity but solely as Administrator on behalf of the Trust, all such required documents, instruments, certificates and agreements. The foregoing authorization shall represent a limited power of attorney granted by the Trust to the Administrator to act on its behalf, and the Administrator shall not be liable to any party, any third party or any Noteholder for any such actions taken in good faith and in accordance with these Reset Rate Note Procedures. SCHEDULE A Schedule of Trust Student Loans [See Schedule A to the Bill of Sale (Attachment C to the Sale Agreement)] Schedule A SCHEDULE B Location of Trust Student Loan Files ([See Attachment B to the Servicing Agreement) Schedule B )] EXHIBIT A Forms of Notes (See tabs 15.1 through 16.1) Exhibit A A-1 EXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated Notes Exhibit B EXHIBIT C Form of Note Depository Agreement for Notes Denominated in a Currency Other than U.S. Dollars Exhibit CDollars