Common use of An Authenticating Clause in Contracts

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, the Trustee may appoint a successor Authenticating Agent which shall be subject to acceptance by 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, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION as Trustee By: -------------------------------- as Authenticating Agent By: -------------------------------- Authorized Signatory

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyPartnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyPartnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustee may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance the Partnership and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the CompanySecurity Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Company Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section. If an Authenticating Agent is appointed appointment with respect to the Securities either or both Series is made pursuant to this Section 6.12Section, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certification certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the Series designated therein referred to in the within-within- mentioned Indenture. U.S. BANK FIRST UNION NATIONAL ASSOCIATION as BANK, As Trustee Date: By: -------------------------------- as ------------------ ------------------------------------- As Authenticating Agent By: -------------------------------- ------------------------------------- Authorized SignatorySignatory 60 68

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustee Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the Companyseries with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Company Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Company from time to time time) reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.12607. If an Authenticating Agent is appointed appointment with respect to the Securities one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certification certificate of authentication, an alternative alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. U.S. THE BANK NATIONAL ASSOCIATION OF NEW YORK, as Trustee By: -------------------------------- as ------------------------------------------- As Authenticating Agent Date: By: -------------------------------- ------------------ ------------------------------------------- Authorized Signatory

An Authenticating. Agent may resign at any time by giving at least 30 days' advance written notice thereof to the Trustee Trustee, the Servicer and to the CompanyDepositor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent Agent, the Servicer and to the CompanyDepositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.128.11, the Trustee may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance the Servicer and the Depositor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the CompanyCertificate Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Company agrees Any reasonable compensation paid to pay to each an Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities shall be a reimbursable expense pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of 8.05 if paid by the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION as Trustee By: -------------------------------- as Authenticating Agent By: -------------------------------- Authorized Signatory151

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the Company, such resignation not to take effect until 30 days after the date said written notice is received. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustee may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Notes, as their names and addresses appear in the CompanyRegister. Any successor Authenticating Agent upon acceptance of its appointment hereunder thereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Company Trustee agrees to pay to each 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 the provisions of Section 6.12607. If an Authenticating Agent is appointed with respect to the Securities Notes pursuant to this Section 6.12Section, the Securities Notes may have endorsed thereon, in addition to or in lieu of the Trustee's certification certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities Notes referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION as Bankers Trust Company As Trustee By: -------------------------------- as ______________________________ As Authenticating Agent By: -------------------------------- ______________________________ Authorized SignatoryOfficer ARTICLE SEVEN ------------- HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY -------------------------------------------------