Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents (“Authenticating Agents Agents”) which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be . Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's ’s certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank Minnesota, National Association. Wherever reference is made ▇▇▇▇ in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication or countersigning 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may Upon the request of the Issuer and, in the case of the Offered Notes, the Co-Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 2.12 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating AgentNote Administrator. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company Any corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Note Administrator, the Trustee, the Certificate Insurer Issuer and the Master ServicerCo-Issuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Trustee, the Issuer and to the Master ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent the Note Administrator shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Note Administrator agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more Authenticating Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America or America, any State thereof, the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Columbia authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the duties under this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense pursuant to appointed unless eligible under the provisions of this Section 8.05 if paid by the Trustee6.12.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made in this Agreement to the ▇▇▇ authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one an Authenticating Agent or more Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. STATE STREET BANK AND TRUST COMPANY, as Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SECTION 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SECTION 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, PROVIDED such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 SECTION 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11SECTION 6.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.shall

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank Minnesota, National Association. Wherever reference is made ▇▇▇▇ in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12 such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of -------- under this Section 8.11 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. Wilmington Trust Company, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________________ Authorized Signature

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or national banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York[ ], having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all CertificateholdersCertificate-holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents (each, an "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating the Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association an entity organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. If the Authenticating Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Authenticating Agent. The Trustee hereby appoints Chase as the initial Authenticating Agent. (b) Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerDepositor. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with within the provisions of the first paragraph of this Section 8.114.06, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense pursuant appointed unless eligible under the provisions of this Section 4.06. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee. Any Authenticating Agent shall be entitled to Section 8.05 if paid reasonable compensation for its services and any such compensation shall be payable solely by the Trustee., without any right of reimbursement from the Depositor, the Servicer or the Trust Fund. [End of Article IV]

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever Initially, the Authenticating Agent shall be Wells Fargo Bank, N.▇. ▇herever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents (each, an "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating the Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association an entity organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. If the Authenticating Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Authenticating Agent. The Trustee hereby appoints Chase as the initial Authenticating Agent. (b) Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerDepositor. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with within the provisions of the first paragraph of this Section 8.114.06, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense pursuant appointed unless eligible under the provisions of this Section 4.06. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee. Any Authenticating Agent shall be entitled to Section 8.05 if paid reasonable compensation for its services and any such compensation shall be payable solely by the Trustee.Servicer, without any right of reimbursement from the Depositor or the Trust Fund. [END OF ARTICLE IV]

Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in executing and authenticating Certificates. Wherever reference is made in this Agreement to the execution and authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include execution and 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 must be acceptable to the Master Servicer and the Certificate Insurer Depositor and must be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America or of any state, state and having a principal office and place of business in New Yorkthe Borough of Manhattan, the City and State of New York or a principal office and place in the State of business in Boston, Massachusetts and a place of business in New York, New YorkIllinois, having a combined capital and surplus of at least $15,000,00050,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Trustee initially shall be Authenticating Agent hereunder. (b) Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerDepositor. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.117.10(a), the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an No such Authenticating Agent shall be a reimbursable expense pursuant to appointed unless eligible under the provisions of Section 8.05 if paid 7.10(a). No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or national banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or national banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication ▇▇▇ ▇uthentication or countersigning of Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer Servicers and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Securities Administrator and to the Certificate Insurer and the Master ServicerServicers. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerServicers. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee Securities Administrator may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Servicers and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Issuer, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Issuer with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Issuer and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent; provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, 130 powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Applicable Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesTrustee. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerApplicable Issuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerApplicable Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions Trustee shall, upon the written request of the first paragraph of this Section 8.11Applicable Issuer, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all CertificateholdersApplicable Issuer. Any successor Unless the Authenticating Agent upon acceptance is also the same entity as the Trustee, the Applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable -128- compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication ▇▇▇ ▇uthentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, PROVIDED such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. THE BANK OF NEW YORK, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signature

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 152 Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor 128 Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever to authenticate Securities issued upon exchange or substitution pursuant to this Indenture. (b) Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. (c) Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesIndenture Trustee. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Indenture Trustee and the Master ServicerIssuer. The Indenture Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerIssuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Indenture Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of its appointment hereunder Sections 2.07 and 6.04 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents (each, an "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating the Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association an entity organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. If the Authenticating Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Authenticating Agent. The Trustee hereby appoints Chase as the initial Authenticating Agent. (b) Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerDepositor. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with within the provisions of the first paragraph of this Section 8.114.06, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense pursuant appointed unless eligible under the provisions of this Section 4.06. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee. Any Authenticating Agent shall be entitled to Section 8.05 if paid reasonable compensation for its services and any such compensation shall be payable solely by the Trustee., without any right of reimbursement from the Depositor, the Servicer or the Trust Fund. [END OF ARTICLE IV] ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of 119 business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one an "Authenticating Agent" or more Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance not to be unreasonably withheld by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By:_______________________________________ As Authenticating Agent By:_______________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least 137 $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more Authenticating Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Luxembourg authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon exchange or substitution pursuant to this Indenture. The Trustee has initially appointed The Chase Manhattan Bank, Trinity Tower, 9 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ as its Authenticating Agent in authenticating CertificatesLondon, England, The Chase Manhattan Bank located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as its Authenticating Agent in the Borough of Manhattan, The City of New York and Chase Manhattan Bank Luxembourg S.A. located at ▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as its Authenticating Agent in Luxembourg. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, England and Wales, or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Luxembourg, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 4.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 4.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent; PROVIDED such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 4.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.114.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense appointed unless eligible under the provisions of this Section 4.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 4.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 8.05 if paid by 4.12, 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 form set forth in Exhibit A.1 hereto:

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. WILMINGTON TRUST COMPANY, as Trustee By: -------------------------------------- As Authenticating Agent By: -------------------------------------- Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication t▇▇ ▇▇thentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank Minnesota, National Association. Wherever reference is made ▇▇▇▇ in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be W▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more authenticating agents ("Authenticating Agents which shall be authorized Agents") with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.06 and 9.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesIndenture Trustee. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Indenture Trustee and the Master ServicerIssuer. The Indenture Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerIssuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Issuer agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. The provisions of its appointment hereunder Sections 2.09 and 6.04 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents (“Authenticating Agents Agents”) which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be HSBC Bank USA, National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's ’s certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer Administrator and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New YorkState, having a combined capital and surplus of at least $15,000,000, 112 authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Administrator and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Certificate Registrar and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and the Certificate Administrator and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Each Authenticating Agent shall be a reimbursable expense pursuant entitled to Section 8.05 if paid by the Trusteerights and benefits and immunities of this Article IX.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least 122 $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent; provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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, and is entitled to the benefits of the Indenture. Dated: ---------------------------- as Trustee By Authenticating Agent, as Authenticating Agent By -------------------------- Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal an office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the 117 Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank Minnesota, National Association. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having (except in the case of the Trustee) a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Issuer, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Issuer with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Issuer and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent; provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerIssuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersIssuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense appointed unless eligible under the provisions of this Section 6.12. The Issuer 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 8.05 if paid by 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. as Trustee By Authenticating Agent, as Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 2.12 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating AgentTrustee. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company Any corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Issuer and the Master ServicerCo-Issuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the Master ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any appointed by it from time to time reasonable compensation paid to an Authenticating Agent for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be a reimbursable expense pursuant entitled to Section 8.05 if paid by the Trustee.be reimbursed for such payments, subject to

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, by sale or otherwise, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. Wilmington trust company, as Trustee By:__________________________________ As Authenticating Agent By:__________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one an “Authenticating Agent” or more Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance not to be unreasonably withheld by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Trustee may appoint one or 171 more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an "Authenticating Agent" or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. WELLS FARGO BANK, NATIONAL ▇▇▇▇CIATION, as Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more Authenticating Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable to the Master Servicer Issuer and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Luxembourg authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, PROVIDED such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 2.13 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating AgentTrustee. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company Any corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Issuer and the Master ServicerCo-Issuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the Master ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in executing and authenticating Certificates. Wherever reference is made in this Agreement to the execution and authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include execution and 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 must be acceptable to the Master Servicer and the Certificate Insurer Depositor and must be a corporation, trust company corporation or banking association national bank organized and doing business under the laws of the United States of America or of any state, state and having a principal office and place of business in New Yorkthe Borough of Manhattan, the City and State of New York or a principal office and place in the State of business in Boston, Massachusetts and a place of business in New York, New YorkIllinois, having a combined capital and surplus of at least $15,000,00050,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Trustee initially shall be Authenticating Agent hereunder. (b) Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person 102 110 succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerDepositor. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.117.10(a), the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an No such Authenticating Agent shall be a reimbursable expense pursuant to appointed unless eligible under the provisions of Section 8.05 if paid 7.10(a). No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an "Authenticating Agents which shall be authorized Agent") with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf of Notes "by the Indenture Trustee." The Indenture Trustee by an shall be the Authenticating Agent and a certificate of authentication executed on behalf of in the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or absence of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. appointment thereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating Agent. Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and Owner Trustee, the Certificate Insurer and the Master Servicer. The Indenture Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerOwner Trustee. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Indenture Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent and shall give written notice of any such appointment to the Master Servicer and shall mail notice of such appointment Owner Trustee. (d) The Administrator agrees to all Certificateholders. Any successor pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its services as agreed upon acceptance of its appointment hereunder shall become vested with all between the rights, powers, duties Authenticating Agent and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating the Administrative Agent. Any reasonable compensation paid The provisions of Sections 2.8 and Article VI shall be applicable to an any Authenticating Agent shall be a reimbursable expense pursuant to and Section 8.05 if paid by 4.16(b) of the TrusteeSale and Servicing Agreement.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon original issue and upon registration of transfer or redemption, exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. , as Trustee By: , As Authenticating Agent By: , As Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent 91 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee Certificate Administrator may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee Certificate Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be U.S. Bank National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator's certificate of authentication116 authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New YorkState, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Administrator and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Certificate Registrar and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee Certificate Administrator may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and the Trustee and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Each Authenticating Agent shall be a reimbursable expense pursuant entitled to Section 8.05 if paid by the Trusteerights and benefits and immunities of this Article IX.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent 128 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. BANK ONE TRUST COMPANY, N.A. as Trustee By: as Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. as Trustee By: ___________________________________ As Authenticating Agent By: ___________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business 130 and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally 146 named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the 168 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and to the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be U.S. Bank National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer Servicers and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Administrator and to the Master ServicerServicers. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerServicers. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to each Servicer and the Master Servicer Certificate Administrator and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Each Authenticating Agent shall be a reimbursable expense pursuant entitled to Section 8.05 if paid by the Trusteerights and benefits and immunities of this Article IX.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent 121 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Issuer, the Trustee may shall appoint one or more an Authenticating Agents which shall be authorized Agent with power to act on its behalf and subject to its direction in the authentication and delivery of the Trustee in authenticating Certificates. Wherever reference is Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made in this Agreement other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Bonds of the authority of an Authenticating Agent appointed after the initial authentication and delivery of Certificates such Bonds) in connection with transfers and exchanges under Sections 2.06 and 2.07, if any, as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by those Sections to authenticate and deliver Bonds. For all purposes of this Indenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.12 in connection with their initial issuance and for purposes of Section 2.08), the authentication and delivery of Bonds by the Trustee or the Trustee's certificate of authentication, such reference Authenticating Agent pursuant to this Section shall be deemed to include be the authentication on behalf and delivery of Bonds "by the Trustee". Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Trustee hereunder and has its principal office in the Borough of Manhattan, City and State of New York. Any Authenticating Agent shall also serve as Bond Registrar or co-Bond Registrar, as provided in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company Bond Registrar or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. co-Bond Registrar Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of the Authenticating Agent so long as it shall be hereunder, if such successor corporation is otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 Section, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master ServicerIssuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of under this Section 8.11Section, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, shall promptly appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer Issuer and shall mail notice of such appointment to all CertificateholdersHolders of Bonds. Any successor The Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent upon acceptance from time to time reasonable compensation for its services and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.07. The provisions of its appointment hereunder Sections 2.10, 6.04 and 6.05 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal an office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally 113 named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any state thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 5.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it (provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 5.12), without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.115.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense appointed unless eligible under the provisions of this Section 5.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 8.05 if paid by 5.12, 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:

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 57 Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating Agent, by sale or otherwise, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. THE BANK OF NEW YORK, as Trustee By:_________________________________________ As Authenticating Agent By:_________________________________________ Authorized Signatory"

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon original issue and upon registration of transfer or redemption, exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. __________________________________ as Trustee -55- By:_______________________________ As Authenticating Agent By:_______________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12 such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. -----------------------------------, as Trustee By [Authenticating Agent], as Authenticating Agent By ---------------------------------- Authorized Signature

Authenticating Agents. The Trustee may shall, if requested in writing so to do by the Company, promptly appoint one an agent or more Authenticating Agents which agents of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee. Such appointment by the trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating Certificatesconnection with such appointment. Wherever reference is made in this Agreement Indenture to the authentication of Certificates Securities 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 authenticating agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation which is organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authoritiesState authority. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the Master ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11Section, the Trustee promptly may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agentan authenticating agent herein. Any No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation paid to an Authenticating Agent for its services under this Section and the Trustee shall be a reimbursable expense pursuant entitled to be reimbursed for such payments, subject to the provisions of Section 8.05 if paid 7.06. The provisions of Sections 7.02, 7.03 and 7.04 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in substantially the following form:

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. 140 Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.119

Authenticating Agents. The Trustee may shall, if requested --------------------- pursuant to a Company Request, promptly appoint one an agent or more Authenticating Agents which agents of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating Certificatesconnection with such appointment. Wherever reference is made in this Agreement Indenture to the authentication of Certificates Securities 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 authenticating agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation which is organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesauthority. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the Master ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11Section, the Trustee promptly may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agentan authenticating agent herein. Any No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each authenticating agent from time to time reasonable compensation paid for its services under this Section. The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: (ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This is one of the Securities of the series designated herein referred to in the Indenture. THE BANK OF NEW YORK, as Trustee By_________________________________ Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.By_________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, any State thereof or the District of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent; provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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, and is entitled to the benefits of the Indenture. Dated: as Trustee By Authenticating Agent, as Authenticating Agent By Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as Trustee By: _________________________________ As Authenticating Agent By: _________________________________ Authorized Signatory SECTION 6.13 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Authenticating Agents. The Upon the request of the Co-Issuers, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Article II, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesIndenture Trustee. Any corporation or entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or entity succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper documents (except as required by law) or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Indenture Trustee and the Master ServicerCo-Issuers. The Indenture Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerCo-Issuers. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Co-Issuers. The Indenture Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.6 and Article XI. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more Authenticating Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 Appointment of each Authenticating Agent must shall be acceptable subject to acceptance by the Master Servicer Company, and the Certificate Insurer and must each Authenticating Agent shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any stateColumbia, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Luxembourg, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense appointed unless eligible under the provisions of this Section 6.12. 7. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 8.05 if paid by 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. Dated: DEUTSCHE BANK AG, NEW YORK BRANCH, as Trustee By [Authenticating Agent], as Authenticating Agent By: ______________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. ______________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signature

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. BANK ONE TRUST COMPANY, N.A., as Trustee By: ______________________________________ As Authenticating Agent By: ______________________________________ Authorized Signatory

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more Authenticating Agents which shall be authorized with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 2.13 shall be deemed to include be the authentication on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating AgentTrustee. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company Any corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Issuer and the Master ServicerCo-Issuer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the Master ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Initially, the Authenticating Agent shall be Wells Fargo Bank, N.▇.. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank Minnesota, National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon original issue and upon registration of transfer or redemption, exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: __________________________________ As Authenticating Agent By: __________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more Authenticating Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America or America, any State thereof, the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Columbia authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the duties under this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 8.05 if paid by 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. Dated: [ ] --------------------------------- as Trustee By [Authenticating Agent],as Authenticating Agent By: ------------------------- Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such ------------ Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of -------- under this Section 8.11 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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. ______________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signature

Authenticating Agents. The Trustee may shall, if requested pursuant to a Company Request, promptly appoint one an agent or more Authenticating Agents which agents of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee Such appointment by the Trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating Certificatesconnection with such appointment. Wherever reference is made in this Agreement Indenture to the authentication of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent authenticating agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation which is organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state authoritiesState authority. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the Master ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11Section, the Trustee promptly may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agentan authenticating agent herein. Any No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation paid to an Authenticating Agent for its services under this Section and the Trustee shall be a reimbursable expense pursuant entitled to be reimbursed for such payments, subject to the provisions of Section 8.05 if paid 7.07. The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee.’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. By By

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authenticationauthentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company corporation or banking association organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal Federal or state State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.119.10, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.all

Authenticating Agents. The Trustee may may, with the written consent of the Issuer or the Guarantor, appoint one an additional Authenticating Agent or more Authenticating Agents acceptable to the Issuer or the Guarantor with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Issuer or the Guarantor and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, or The Republic of any state, having a principal office and place of business in New York, New York France or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Luxembourg authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Authenticating Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any state thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 5.12. ------------ -41- Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it (provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 5.12), without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.115.12, the Trustee may appointappoint a successor ------------ Authenticating Agent, upon prior written approval of which shall be subject to acceptance by the Master Servicer and the Certificate Insurer, a Company. Any successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense appointed unless eligible under the provisions of this Section 5.12. ------------ The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.12. ------------ If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 8.05 if paid by 5.12, 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. By: State Street Bank and Trust Company of California, N.A., as Authenticating Agent By _____________________________ Authorized Signature

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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

Authenticating Agents. The Trustee may shall, if requested pursuant to a Company Request, promptly appoint one an agent or more Authenticating Agents which agents of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating Certificatesconnection with such appointment. Wherever reference is made in this Agreement Indenture to the authentication of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent authenticating agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation which is organized and doing business under the laws of the United States of America or of any stateState, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authoritiesauthority. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the Master ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11Section, the Trustee promptly may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agentan authenticating agent herein. Any No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each authenticating agent from time to time reasonable compensation paid to an Authenticating Agent for its services under this Section. The provisions of Sections 7.03, 7.04 and 7.05 shall be a reimbursable expense pursuant applicable to Section 8.05 if paid any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee.’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated herein referred to in the Indenture. THE BANK OF NEW YORK, as Trustee By

Authenticating Agents. The Trustee may may, with the written consent of the Company, appoint one an Authenticating Agent or more Agents acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.this

Authenticating Agents. (a) The Indenture Trustee may appoint one or more Persons (each, an "Authenticating Agents which shall be authorized Agent") with power to act on its behalf of the Trustee and subject to its direction in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates Notes in connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the Trustee or the Trustee's certificate authentication of authentication, such reference Notes by an Authenticating Agent pursuant to this Section 2.13 shall be deemed to include be the authentication on behalf of Notes "by the Indenture Trustee." The Indenture Trustee by an shall be the Authenticating Agent and a certificate of authentication executed on behalf of in the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or absence of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. appointment thereof. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating Agent. Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and Owner Trustee, the Certificate Insurer and the Master Servicer. The Indenture Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master ServicerOwner Trustee. Upon receiving a such notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Indenture Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent and shall give written notice of any such appointment to the Master Servicer and shall mail notice of such appointment Owner Trustee. (d) The Administrator agrees to all Certificateholders. Any successor pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its services as agreed upon acceptance between the Authenticating Agent and the Administrative Agent. The provisions of its appointment hereunder Sections 2.8 and 6.4 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of 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 must be acceptable to the Master Servicer and the Certificate Insurer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having a principal an office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Certificate Insurer Trustee and the Master Servicer. The Trustee may, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate InsurerServicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.. 107

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one an “Authenticating Agent” or more Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents which Agent shall be authorized to act on behalf of the Trustee in authenticating Certificatesto authenticate Securities issued upon exchange or substitution pursuant to this Indenture. Wherever Securities authenticated by an Authenticating Agent 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, and every reference is made in this Agreement Indenture to the authentication and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication, such reference authentication shall be deemed to include authentication and delivery 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 must shall be acceptable subject to acceptance not to be unreasonably withheld by the Master Servicer Company and the Certificate Insurer and must shall at all times be a corporation, trust company or banking association corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any state, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by federal government or state authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent so long as it Agent, provided such corporation shall be otherwise eligible in accordance with the provisions of the first paragraph of under this Section 8.11 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee, Trustee and to the Certificate Insurer and the Master ServicerCompany. The Trustee may, upon prior written approval of the Master Servicer and the Certificate Insurer, may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the Master ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.116.12, the Trustee may appoint, upon prior written approval of the Master Servicer and the Certificate Insurer, appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Master Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. Any reasonable compensation paid to an No successor Authenticating Agent shall be a reimbursable expense 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 8.05 if paid by 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