Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt 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 Debt. For all purposes of this Indenture, the authentication of Debt by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terns of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and acceptable to the Note Insurer, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral (a) The Indenture Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more Persons (each, an "Authenticating Agents Agent") with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.42.05, 2.52.06, 2.62.07, 2.7 2.08 and 8.510.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes "by the Collateral Indenture Trustee. ." The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. (b) Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. . (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the IssuerOwner Trustee. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerOwner Trustee. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Owner Trustee, the Issuer . (d) The Administrator agrees to pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its services, services as agreed upon between the Authenticating Agent and reimbursement for its reasonable expenses relating thereto as an the Administrative ExpenseAgent. The provisions of Sections 2.9, 6.4 2.10 and 6.5 7.19 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Class A Notes in connection with the issuanceissuances, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 8.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such DebtClass A Notes. For all purposes of this Indenture, the authentication of Debt Class A Notes by an Authenticating Agent pursuant to this Section 6.14 6.15 shall be deemed to be the authentication of Debt Class A Notes by the Collateral Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer if the resigning or terminated Authenticating Agent was originally appointed at the request of the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative ExpenseExpense under Section 11.1. The provisions of Sections 2.9, 6.3, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the issuing entity or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerIssuing Entity. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral The Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.06 and 8.5, 2.07 as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes 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 Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral 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 City and State of New York. Any Person Authenticating Agent shall also serve as Note Registrar or co-Note Registrar as provided in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.15 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 of Note Registrar or co-Note Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Notes. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the The Issuer agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.92.10, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer and the Co-Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee maymay pursuant to this Indenture, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 8.58.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 2.12 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee Trustee, the Issuer and the Co-Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and the Co-Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Trustee agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expenseand the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Sections 2.9, 6.4 and 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the IssuerIssuers, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers transfers, and exchanges under Sections 2.4, 2.5, 2.6, 2.7 3.02 and 8.53.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtthe Notes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 8.12 shall be deemed to be the authentication of Debt such Notes “by the Collateral Trustee.” The Issuers hereby direct the Trustee to appoint, and the Trustee hereby appoints pursuant to such direction, Elavon Financial Services DAC, as an Authenticating Agent. The Trustee shall have no liability for such appointment or for the actions of such Authenticating Agent. Any Person Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuers. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers. The Issuers agree to pay to any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating to its services as an Authenticating Agent. Any Authenticating Agent appointed hereunder shall enjoy all the same rights and protections as an Agent of the Issuers. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agententity.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerIssuing Entity. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.12 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the Issuing Entity or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerIssuing Entity. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuanceissuances, transfers and exchanges under Sections 2.4, 2.5, 2.5 and 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 those Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 6.15 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person entity or organization into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity or organization resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity or organization succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer if the resigning or terminated Authenticating Agent was originally appointed at the request of the Issuer. Unless the Authenticating Agent is also the same entity as the The Collateral Trustee, the Issuer Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expenseand the Collateral Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.13 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or any State or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to all or substantially all the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.13, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.13 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Company agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.97.04, 6.4 7.05 and 6.5 7.08 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series 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 therein issued under the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Dated:

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terns of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and acceptable to the Note Insurer, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents Agents, which shall initially be the Bank, with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.92.8, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its the Trust's behalf and subject to its the direction of the Majority Certificateholders in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (or with respect to which the Owner Trustee acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerAgent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Bonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.05 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.13 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or any State or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.13, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.13 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.07. The provisions of Sections 2.97.04, 6.4 7.05 and 6.5 7.08 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series 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 therein issued under the within-mentioned Indenture. J. ▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory Dated:

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon There may be an Authenticating Agent appointed by the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Notes issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (the "AUTHENTICATING AGENT") had been expressly authorized by such Sections to authenticate such Debtand deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Debt Notes by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 shall be deemed to be the authentication and delivery of Debt such Notes "by the Collateral Trustee," and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that "the Trustee shall authenticate and deliver" Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company give notice of such appointment to all Holders of Notes in the manner provided in Section 1.05. Unless Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.06. 71 The provisions of Sections 2.97.03, 6.4 7.04 and 6.5 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section, the Notes 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 Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, As Trustee By ------------------------------- As Authenticating Agent By ------------------------------- Authorized Signatory

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.08 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.13 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8 of the Asset Sale Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon If the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Indenture Issued Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.5 and 8.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such DebtIndenture Issued Notes. For all purposes of this Indenture, the authentication of Debt Indenture Issued Notes by an Authenticating Agent pursuant to this Section 6.14 6.4 shall be deemed to be the authentication of Debt Indenture Issued Notes “by the Collateral Trustee. .” Any Person entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationentity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerCo-Issuers. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its servicesservices (provided, however, that, so long as an Authenticating Agent is the Trustee, or an Affiliate thereof, such compensation shall be payable by the Trustee, rather than by the Issuer), and reimbursement for its reasonable expenses relating thereto as an Administrative Expenseand the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.8. The provisions of Sections 2.92.8, 6.4 6.5 and 6.5 6.6 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral The Indenture Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.06 and 8.5, 2.07 as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes 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 Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Indenture Trustee hereunder and has its principal office in the City and State of New York. Any Person Authenticating Agent shall also serve as Note Registrar or co-Note Registrar as provided in Section 2.07. Any Authenticating Agent appointed by the Indenture Trustee pursuant to the terms of this Section 6.15 shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the Issuer. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Indenture Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Notes. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the The Issuer agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.92.10, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Applicable Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, incurrence, 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Applicable Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Applicable Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Applicable Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Applicable Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the IssuerIssuers, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers transfers, and exchanges under Sections 2.4, 2.5, 2.6, 2.7 3.02 and 8.53.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtthe Notes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 8.13 shall be deemed to be the authentication of Debt such Notes “by the Collateral Trustee.” The Issuers hereby direct the Trustee to appoint, and the Trustee hereby appoints pursuant to such direction, Deutsche Bank Luxembourg S.A. as an Authenticating Agent. The Trustee shall have no liability for such appointment or for the actions of such Authenticating Agent. Any Person Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuers. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers. The Issuers agree to pay to any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating to its services as an Authenticating Agent. Any Authenticating Agent appointed hereunder shall enjoy all the same rights and protections as an Agent of the Issuers. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agententity.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. 84 Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8.02. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of Debt the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Secured Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Secured Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Secured Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Secured Notes. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of Debt the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Secured Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Secured Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Secured Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Secured Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon (a) The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of Debt the Note designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Note of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Note) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of the Note pursuant to Sections 2.05 and 2.11 hereof in connection with its initial issuance), the authentication and delivery of Debt the Note by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt the Note "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that has an office for presentation of the Note in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent (other than the Indenture Trustee) appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of the Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. (b) Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. corporation or banking association. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, and shall mail notice of such appointment to the Issuer agrees Noteholder. (d) The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be at the Indenture Trustee's offices located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8.02. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 8.52.7, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate and deliver Bonds of such DebtSeries. Notwithstanding the foregoing, if an Authenticating Agent for a Series is designated in the related Series Supplement, no separate request or appointment shall be required. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.5 and 2.12 in connection with their initial issuance and for purposes of Section 2.8), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any ." Such Authenticating Agent shall at all times be a partyPerson that both meets the requirements of Section 6.9 for the Trustee hereunder and has its principal office in the Borough of Manhattan, or any Person succeeding to the corporate trust business City and State of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationNew York. Any Authenticating Agent may at any time resign for a Series shall also serve as Bond Registrar or co-Bond Registrar for such Series, as provided in Section 2.7. Any Authenticating Agent appointed by giving written notice of resignation the Trustee pursuant to the Collateral Trustee and terms of this Section 6.15 or pursuant to the Issuer. The Collateral Trustee may at any time terminate the agency terms of any Authenticating Agent by giving written notice Supplemental Indenture shall deliver to the Trustee as a condition precedent to the effectiveness of termination to such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Issuer. Upon receiving such notice Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys, fees) incurred without negligence or bad faith on its part, arising out of resignation or upon such a terminationin connection with the acceptance, the Collateral Trustee shall, upon the written request administration of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice trust or exercise of authority by such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent, Bond Registrar or co-Bond Registrar.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, or transfer thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtSecurities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of Debt such Securities "by the Collateral Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Securities or that Securities "shall have been authenticated and delivered by the Trustee", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Securities and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Securities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. In case at the time such successor to any such agency shall succeed to such agency any of the Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to the Securities by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible under this Section 8.14, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of the Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company mail notice of such appointment to all Holders of Securities as the names and addresses of such Holders appear on the Security Register. Unless Any successor Authenticating Agent with respect to the Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to the Securities shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things the duties to authenticate and deliver Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.02(a), 6.4 (b), (c), (e) and 6.5 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment is made pursuant to this Section 8.14, the Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities designated herein issued under the within-mentioned Indenture. The First National Bank of Chicago The First National Bank of Chicago As Trustee As Trustee - OR - By:_________________________ By: The First National Bankof Chicago Authorized Officer As Authenticating Agent By:________________________________ Authorized Signatory ARTICLE NINE Concerning the Holders

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance and for purposes of Section 2.07), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Indenture Trustee hereunder and has an office for presentation of Bonds in the Borough of Manhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIndenture Trustee and shall mail notice of such appointment to all Holders of Bonds. Unless the Authenticating Agent is also the same entity as the Collateral TrusteeThe Indenture Trustee agrees, the Issuer agrees subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.05 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. If such Person publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Collateral Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.14, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company mail notice of such appointment to all Holders of Debt Securities of such series as the names and addresses of such Holders appear on the Debt Security Register. Unless Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also with respect to such series but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.2(a), 6.4 (b), (c), (e) and 6.5 (f), 8.3, 8.4, 8.6 (insofar as it pertains to indemnification), 9.1, 9.2 and 9.3 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. [name] [name] As Trustee As Trustee -OR- By: By: Authorized Officer As Authenticating Agent By: As Authorized Officer

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and acceptable to the Note Insurer, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerIssuer (with a copy to the Portfolio Manager). The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIssuer (with a copy to the Portfolio Manager). Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerIssuer (with a copy to the Portfolio Manager). Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.92.8, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.12 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee Trustee, the Company and the IssuerGuarantor. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany and the Guarantor. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and the Guarantor and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.04. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.12 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.12 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.06. The provisions of Sections 2.97.03, 6.4 7.04 and 6.5 7.07 shall be applicable inure to any the benefit of each Authenticating Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.06, the Securities of such series 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 therein issued under the within-mentioned Indenture. Citibank, N.A., as Trustee By [full legal name of Authenticating Agent.], as Authenticating Agent By: Dated:

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee Note Administrator shall, and if the Collateral Trustee Note Administrator so chooses the Collateral Trustee Note Administrator may, pursuant to this Indenture, appoint one (1) or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, v. transfers and exchanges under Sections Section 2.4, Section 2.5, 2.6, 2.7 Section 2.6 and 8.5Section 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 2.12 shall be deemed to be the authentication of Debt Notes by the Collateral TrusteeNote Administrator. Any Person corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Note Administrator, the Trustee and the Issuer. The Collateral Trustee Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Trustee and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, Note Administrator shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Note Administrator agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expenseand the Note Administrator shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Sections Section 2.9, Section 6.4 and Section 6.5 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Trust shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Trust and containing provisions therein for such authentication (or with respect to which the Trust has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Trust may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerTrust. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shall, upon the written request of the Issuer, Trust shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon There may be an Authenticating Agent appointed by the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Notes issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (the “Authenticating Agent”) had been expressly authorized by such Sections to authenticate such Debtand deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Debt Notes by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.12 shall be deemed to be the authentication and delivery of Debt such Notes “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that “the Trustee shall authenticate and deliver” Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company give notice of such appointment to all Holders of Notes in the manner provided in Section 1.05. Unless Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.12 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.12 and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.06. The provisions of Sections 2.97.03, 6.4 7.04 and 6.5 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section 7.12, the Notes 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 Notes referred to in the within-mentioned Indenture. As Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities "by the Collateral Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Debt Securities or that Debt Securities "shall have been authenticated and delivered by the Trustee", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or if such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent corporation is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.otherwise eligible under this Section 119

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.13 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or any State or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.13, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon ACTIVE 255643008v.4 the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.13 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.07. The provisions of Sections 2.97.04, 6.4 7.05 and 6.5 7.08 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series 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 therein issued under the within-mentioned Indenture. ACTIVE 255643008v.4 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory Dated:

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Bonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.05 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. If such Person publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Collateral Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.14, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company give notice of such appointment to all Holders of Debt Securities of such series. Unless Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also with respect to such series but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.02(a), 6.4 (b), (c), (e) and 6.5 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. ________________________________, As Trustee By: Authorized Signatory Dated: OR ________________________________, As Trustee By: as Authenticating Agent By: Authorized Signatory Dated:

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8.02. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon There may be an Authenticating Agent appointed by the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Notes issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (the “Authenticating Agent”) had been expressly authorized by such Sections to authenticate such Debtand deliver Notes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes), the authentication and delivery of Debt Notes by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.12 shall be deemed to be the authentication and delivery of Debt such Notes “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Notes and the issuance of Notes in replacement of lost, stolen, mutilated or destroyed Notes) that “the Trustee shall authenticate and deliver” Notes, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $25,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. 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 to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company give notice of such appointment to all Holders of Notes in the manner provided in Section 1.05. Unless Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.12 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.12 and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.06. The provisions of Sections 2.97.03, 6.4 7.04 and 6.5 7.07 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment is made pursuant to this Section 7.12, the Notes 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 Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, As Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. Upon the request of the Issuer and at the expense of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance and for purposes of Section 2.07), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Trustee. Any Person into which any ." Such Authenticating Agent may shall at all times be merged or converted or with a Person that both meets the requirements of Section 6.09 for the Trustee hereunder and has an office for presentation of Bonds in the Borough of Manhattan, City and State of New York. The Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any the Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationCorporate Trust Office. Any Authenticating Agent may at any time resign appointed by giving written notice of resignation the Trustee pursuant to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency terms of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.this Section

Authenticating Agents. Upon the request of the IssuerLease Trustee, the Collateral Indenture Trustee shall, and if the Collateral Indenture Trustee so chooses the Collateral Indenture Trustee may, appoint one or more Persons (each, an "Authenticating Agents Agent") with power to act on its behalf and subject to its direction in the authentication of Debt Senior Notes in connection with the issuance, transfers and exchanges under Sections 2.2, 2.4, 2.5, 2.6, 2.7 2.5 and 8.59.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such those Sections to authenticate such DebtSenior Notes. For all purposes of this Indenture, the authentication of Debt Senior Notes by an Authenticating Agent pursuant to this Section 6.14 2.13 shall be deemed to be the authentication of Debt Senior Notes "by the Collateral Indenture Trustee. ." Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any instrument or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the IssuerLease Trustee. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerLease Trustee. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shallshall promptly appoint, upon the written request of the Issuerif necessary, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerLease Trustee. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expenseand the Indenture Trustee shall be entitled to be reimbursed for such payments in accordance with Section 6.6. The provisions of Sections 2.9, 2.8 and 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, [___] is hereby initially appointed (and if the Collateral Trustee shall serve in such capacity for so chooses the Collateral Trustee may, appoint one or more long as it is Master Servicer hereunder) “Authenticating Agents Agent” with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.42.06 and 2.07, 2.5, 2.6, 2.7 and 8.5if any, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (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 Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds “by the Collateral Trustee”. Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.09 for the Trustee. Any Person 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 of Bond Registrar or co-Bond Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Bonds. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the The Issuer agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its services; provided, and reimbursement however, that for its reasonable expenses relating thereto so long as an Administrative Expensethe Master Servicer is the Authenticating Agent, no additional compensation shall be payable to it as Authenticating Agent. The provisions of Sections 2.92.10, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.08 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.13 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8 of the Home Loan Sale Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Indenture Trustee shall, and if the Collateral Indenture Trustee so chooses the Collateral Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Senior Notes in connection with the issuance, transfers and exchanges under Sections 2.42.02, 2.52.04, 2.6, 2.7 2.05 and 8.59.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such DebtSenior Notes. For all purposes of this Indenture, the authentication of Debt Senior Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Senior Notes by the Collateral Indenture Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the Issuer. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement for its reasonable expenses relating thereto as an Administrative Expensethereto. The provisions of Sections 2.9, 6.4 2.07 and 6.5 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 shall be deemed to be the authentication and delivery of Debt such Securities "by the Collateral Trustee," and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that "the Trustee shall authenticate and deliver" Securities, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $10,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.04. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.05. The provisions of Sections 2.97.02, 6.4 7.03 and 6.5 7.06 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series 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 therein referred to in the within-mentioned Indenture. _____________________________________________ As Trustee By___________________________________________ As Authenticating Agent By___________________________________________ Authorized Signatory

Authenticating Agents. Upon the written request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.42.06 and 2.07, 2.5, 2.6, 2.7 and 8.5if any, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (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 Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral 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 Person 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 of Bond Registrar or co-Bond Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Bonds. Unless the Authenticating Agent is also the same entity as the Collateral TrusteeThe Trustee agrees, the Issuer agrees subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its servicesservices and the Trustee shall be entitled to be reimbursed for such payments, and reimbursement for its reasonable expenses relating thereto as an Administrative Expensesubject to Section 6.07. The provisions of Sections 2.92.10, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 shall be deemed to be the authentication and delivery of Debt such Securities "by the Collateral Trustee," and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that "the Trustee shall authenticate and deliver" Securities, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least $10,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect herein specified in this Section 7.12. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.12, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.04. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.12. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.05. The provisions of Sections 2.97.02, 6.4 7.03 and 6.5 7.06 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series 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 therein referred to in the within-mentioned Indenture. By By

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Bonds in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Bonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8.02(c). The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Indenture Trustee shall, and if the Collateral Indenture Trustee so chooses the Collateral Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.42.02, 2.52.04, 2.6, 2.7 2.05 and 8.59.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Indenture Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the Issuer. The Collateral Indenture Trustee may at any time terminate the Indenture 8 agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement for its reasonable expenses relating thereto as an Administrative Expensethereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Sections 2.9, 6.4 2.07 and 6.5 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and acceptable to the Note Insurer, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 8.52.7, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate and deliver Bonds of such DebtSeries. Notwithstanding the foregoing, if an Authenticating Agent for a Series is designated in the related Series Supplement, no separate request or appointment shall be required. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.5 and 2.12 in connection with their initial issuance and for purposes of Section 2.8), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.9 for the Trustee hereunder and has its principal office in the Borough of Manhattan, City and State of New York. Any Person Authenticating Agent for a Series shall also serve as Bond Registrar or co-Bond Registrar for such Series, as provided in Section 2.7. 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 of Bond Registrar or co-Bond Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys, fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation The Trustee agrees, subject to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a terminationSection 6.1(e), the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each any Authenticating Agent from time to time reasonable compensation for its servicesservices and the Trustee shall be entitled to be reimbursed for such payments, and reimbursement for its reasonable expenses relating thereto as an Administrative Expensesubject to Section 6.7. The provisions of Sections 2.92.10, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of Debt in connection with the any series of Notes issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtNotes, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Notes by an any Authenticating Agent pursuant to this Section 6.14 8.12 shall be deemed to be the authentication and delivery of Debt such Notes “by the Collateral Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Notes or that Notes “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the Province of Ontario and any other jurisdictions as may be necessary to enable it to act as an authenticating agent hereunder and being controlled by a corporation with combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by federal or provincial authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.12, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.12. Whenever reference is made in this Indenture to the authentication and delivery of Notes of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Notes of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Notes of such series. Any corporation into which any Authenticating Agent may be amalgamated, merged or converted or with which it may be consolidated, or any Person corporation resulting from any amalgamation, merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. In case at the time such successor to any such agency shall succeed to such agency any of the Notes shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Notes or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Notes in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by amalgamation, merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Notes by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Notes by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.12, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Notes, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company mail notice of such appointment to all Holders of Notes of such series as the names and addresses of such Holders appear on the Note Register. Unless Any successor Authenticating Agent with respect to any series of Notes upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.12 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Notes shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including among other things the duties to authenticate and deliver Notes when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section 8.12 and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also with respect to such series but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.02(a), 6.4 (b), (c), (e) and 6.5 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.12, the Notes of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes of the series designated herein issued under the within-mentioned Indenture. BNY TRUST COMPANY OF CANADA As Trustee By: As Authenticating Agent By: Authorized Officer

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.13 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or any State or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.13, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.13 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.07. The provisions of Sections 2.97.04, 6.4 7.05 and 6.5 7.08 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series 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 therein issued under the within-mentioned Indenture. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ TRUST COMPANY, N.A., as Trustee By [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Dated:

Authenticating Agents. Upon the request of the Issuer, the Collateral The Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes and in connection with the issuance, transfers and exchanges under Sections 2.42.06 and 2.07, 2.5, 2.6, 2.7 and 8.5if any, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes 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 Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Trustee". Any Person Authenticating Agent may also serve as Note Registrar or co-Note 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, if applicable, of Note Registrar or co-Note Registrar) and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Any Authenticating Agent and shall give written notice of such appointment be entitled to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments, subject to Section 6.07. The provisions of Sections 2.92.10, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 shall be deemed to be the authentication and delivery of Debt such Securities "by the Collateral Trustee," and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that "the Trustee shall authenticate and deliver" Securities, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least ten million dollars and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company mail notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not -48- paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 607. The provisions of Sections 2.9104, 6.4 603, 604 and 6.5 607 shall be applicable inure to any the benefit of each Authenticating AgentAgent to the same extent that they inure to the benefit of the Trustee.

Authenticating Agents. Upon the request of the Applicable Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, incurrence, 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Applicable Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Applicable Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Applicable Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Applicable Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities "by the Collateral Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Debt Securities or that Debt Securities "shall have been authenticated and delivered by the Trustee", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the IssuerCo-Issuers, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.6 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 DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Trustee. Any Person organization or entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person organization or entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person organization or entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationorganization or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerCo-Issuers. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerCo-Issuers. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.92.8, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the IssuerIssuing Entity, the Collateral Indenture Trustee shall, and if the Collateral Indenture Trustee so chooses the Collateral Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.42.02, 2.52.04, 2.6, 2.7 2.05 and 8.59.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Indenture Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. 9 (NALT 20[●]-[●] Indenture) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the IssuerIssuing Entity. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIssuing Entity. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerIssuing Entity. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement for its reasonable expenses relating thereto as an Administrative Expensethereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Sections 2.9, 6.4 2.07 and 6.5 6.04 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. If such Person publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Collateral Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.14, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company mail notice of such appointment to all Holders of Debt Securities of such series as the names and addresses of such Holders appear on the Debt Security Register. Unless Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also with respect to such series but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.02(a), 6.4 (b), (c), (e) and 6.5 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. __________________________________________________________, As Trustee ____________________________________________________________, As Trustee -OR- By: By: ________________________________________________________, Authorized Officer as Authenticating Agent By: Authorized Officer

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance and for purposes of Section 2.07), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Bonds in the Borough of Manhattan, City and State of New York. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Bonds. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.05 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of Debt the Secured Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Secured Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Secured Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Secured Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Secured Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Secured Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Secured Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Secured Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Secured Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerMajority Certificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Trust's behalf, subject to its the direction of the Majority Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Majority Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co- Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerTrust. The Collateral Trustee Owner Trustee, acting at the direction of the Majority Certificateholders, may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerMajority Certificateholders, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof, to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon The Owner Trustee, acting at the request direction of the IssuerCertificateholders, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and the Issuing Entity’s behalf, subject to its the direction of the Certificateholders, in the authentication and delivery of Debt the Notes designated for such authentication and, containing provisions therein for such authentication (unless the Owner Trustee, acting at the direction of the Certificateholders, has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06 hereof, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections Section 2.06 hereof to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 hereof in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes “by the Collateral Indenture Trustee.” Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 hereof for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee, shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06 hereof. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be its Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation or banking association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporationcorporation or banking association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the IssuerIssuing Entity. The Collateral Trustee Owner Trustee, acting at the direction of the Certificateholders, may at any time with the consent of the Note Insurer terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIndenture Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Collateral Trustee shallOwner Trustee, upon acting at the written request direction of the IssuerCertificateholders, shall promptly appoint a successor Authenticating Agent and acceptable to the Note Insurer, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e) hereof to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.16 hereof. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 hereof shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one There may be an Authenticating Agent or more Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of any series of Debt in connection with the Securities issued upon original issuance, transfers and exchanges under Sections 2.4exchange, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent (or Authenticating Agents) had been expressly authorized by such Sections to authenticate and deliver such DebtDebt Securities, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and delivery of Debt Securities by an any Authenticating Agent pursuant to this Section 6.14 8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that Debt Securities “shall have been authenticated and delivered by the Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal or state authority. If such Person publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 8.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this Section 8.14. Whenever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Collateral Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Debt Securities of such series. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporationPerson. In case at the time such successor to any such agency shall succeed to such agency any of the Debt Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any series of Debt Securities by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent with respect to any series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.14, the Collateral Trustee may, and shall, upon the written request of the IssuerCompany, promptly use its best efforts to appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Debt Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the IssuerCompany and shall at the expense of the Company give notice of such appointment to all Holders of Debt Securities of such series. Unless Any successor Authenticating Agent with respect to any series of Debt Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to any series of Debt Securities shall be deemed to have agreed with the Trustee that: (a) it will perform and carry out the duties of an Authenticating Agent as herein set forth with respect to such series, including the duties to authenticate and deliver Debt Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (b) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; (c) it is eligible for appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if it shall cease to be so qualified; and (d) it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent is also with respect to such series but it shall have no liability for any action taken by it at the same entity as specific written direction of the Collateral Trustee, the Issuer . The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its services, and reimbursement the Trustee shall have no liability for its reasonable expenses relating thereto as an Administrative Expensesuch payments. The provisions of Sections 2.98.02(a), 6.4 (b), (c), (e) and 6.5 (f), 8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and 9.03 shall be applicable bind and inure to any the benefit of each Authenticating Agent.Agent to the same extent that they bind and inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. _________________________________, as Trustee By:____________________________ Authorized Signatory Dated: OR ________________________________, as Trustee By:____________________________ as Authenticating Agent By:__________________________ Authorized Signatory Dated:

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 6.04 of the Servicing Agreement. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Secured 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 DebtSecured Notes. For all purposes of this Indenture, the authentication of Debt Secured Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Secured Notes by the Collateral Trustee. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Collateral Trustee shall, upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral The Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, may appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 2.06 and 8.5, 2.07 as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such those Sections to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes 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 Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral 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 City and State of New York. Any Person Authenticating Agent shall also serve as Note Registrar or co-Note Registrar as provided in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this Section 6.15 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 of Note Registrar or co-Note Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor entity is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Notes. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.NOTEHOLDERS' LISTS AND REPORTS

Authenticating Agents. Upon the request of the Issuer and at the expense of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Bonds designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made 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 such Bonds) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Bonds. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial issuance and for purposes of Section 2.07), the authentication and delivery of Debt Bonds by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Bonds "by the Collateral 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 an office for presentation of Bonds in the Borough of Manhattan, City and State of New York. The Trustee shall initially be the Authenticating Agent and shall be the Bond Registrar as provided in Section 2.06. The office from which the Trustee shall perform its duties as Bond Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person 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 of Bond Registrar or co-Bond Registrar and indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its 60 72 part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the IssuerIssuer and shall mail notice of such appointment to all Holders of Bonds. Unless the Authenticating Agent is also the same entity as the Collateral TrusteeThe Trustee agrees, the Issuer agrees subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its servicesservices and the Trustee shall be entitled to be reimbursed for such payments, and reimbursement for its reasonable expenses relating thereto as an Administrative Expensesubject to Section 6.07. The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, The Issuer shall appoint one or more an Authenticating Agents Agent with power to act on its behalf and subject to its direction in the authentication and delivery of Debt the Notes designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Indenture Trustee and such Authenticating Agent, for notation on the Notes of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Notes) in connection with the issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5Section 2.06, as fully to all intents and purposes as though each such the Authenticating Agent had been expressly authorized by such Sections that Section to authenticate such Debtand deliver Notes. For all purposes of this IndentureIndenture (other than in connection with the authentication and delivery of Notes pursuant to Sections 2.05 and 2.11 in connection with their initial issuance), the authentication and delivery of Debt Notes by an the Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of Debt Notes "by the Collateral Indenture Trustee." Such Authenticating Agent shall at all times be a Person that both meets the requirements of Section 6.07 for the Indenture Trustee hereunder and has an office for presentation of Notes in the United States of America. The Indenture Trustee shall initially be the Authenticating Agent and shall be the Note Registrar as provided in Section 2.06. The office from which the Indenture Trustee shall perform its duties as Note Registrar and Authenticating Agent shall be the Corporate Trust Office. Any Person Authenticating Agent appointed pursuant to the terms of this Section 6.14 or pursuant to the terms of any supplemental indenture shall deliver to the Indenture Trustee as a condition precedent to the effectiveness of such appointment an instrument accepting the trusts, duties and responsibilities of Authenticating Agent and of Note Registrar or co-Note Registrar and indemnifying the Indenture Trustee for and holding the Indenture Trustee harmless against, any loss, liability or expense (including reasonable attorneys' fees) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance, administration of the trust or exercise of authority by such Authenticating Agent, Note Registrar or co-Note Registrar. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and the Issuer. The Collateral Trustee Issuer may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Collateral Trustee shall, upon the written request of the Issuer, Issuer shall promptly appoint a successor Authenticating Agent and Agent, shall give written notice of such appointment to the Issuer. Unless the Authenticating Agent is also the same entity as the Collateral Indenture Trustee, the Issuer agrees and shall mail notice of such appointment to all Holders of Notes. The Indenture Trustee agrees, subject to Section 6.01(e), to pay to each any Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement the Indenture Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments pursuant to Section 8.02(c). The provisions of Sections 2.92.09, 6.4 6.04 and 6.5 6.05 shall be applicable to any Authenticating Agent.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Restated Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureRestated Indenture (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 shall be deemed to be the authentication and delivery of Debt such Securities "by the Collateral Trustee," and whenever this Restated Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that "the Trustee shall authenticate and deliver" Securities, such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or the District of Columbia, with a combined capital and surplus of at least ten million dollars and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or if such successor corporation. corporation is otherwise eligible to act as such in accordance with the provisions of this Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee and to the IssuerCompany. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and Agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and shall at the expense of the Company mail notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment pursuant to the provisions of this Section shall become vested with all the rights, powers, duties and obligations of its predecessors hereunder, with like effect as if initially named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section and to have agreed with the same entity Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authentication Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 6.07. - 58 - 62 The provisions of Sections 2.91.04, 6.4 6.03(a), (b), (c), (d), (f) and 6.5 (g), 6.04 and 6.07 (insofar as they pertain to indemnification) shall be applicable inure to any the benefit of each Authenticating AgentAgent to the same extent that they inure to the benefit of the Trustee.

Authenticating Agents. Upon the request of the Issuer, the Collateral Trustee shall, and if the Collateral Trustee so chooses the Collateral Trustee may, appoint There may be an Authenticating Agent or Authenticating Agents with respect to one or more Authenticating Agents series of Securities appointed by the Trustee from time to time with power to act on its behalf and subject to its direction in the authentication of Debt in connection with the issuanceauthentication and delivery of Securities of such series issued upon exchange, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, transfer or redemption thereof as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Debtand deliver Securities, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder. For all purposes of this IndentureIndenture (except in the case of original issuance of Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities), the authentication and delivery of Debt Securities by an Authenticating Agent appointed pursuant to the provisions of this Section 6.14 7.13 shall be deemed to be the authentication and delivery of Debt such Securities “by the Collateral Trustee,” and whenever this Indenture provides (except in the case of original issuance of the Securities and the issuance of Securities in replacement of lost, stolen, mutilated or destroyed Securities) that “the Trustee shall authenticate and deliver” Securities, such authentication and delivery by any Authenticating Agent shall be deemed be authentication and delivery by the Trustee. Any Person such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or any State or the District of Columbia, with a combined capital and surplus of at least $50,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of its condition at least annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 7.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible to act as such in accordance with the provisions of this Section 7.13, it shall resign immediately in the manner and with the effect herein specified in this Section 7.13. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible to act as such in accordance with the provisions of this Section 7.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Trustee Trustee, the Company and the IssuerGuarantor. The Collateral Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the IssuerCompany and the Guarantor. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible to act as such in accordance with the Collateral provisions of this Section 7.13, the Trustee shall, upon the written request of the Issuer, promptly may appoint a successor Authenticating Agent and authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Issuer. Unless Company and the Guarantor and shall at the expense of the Company give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided in Section 1.05. Any successor authenticating agent upon acceptance of its appointment pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is also eligible for appointment as Authenticating Agent under this Section 7.13 and to have agreed with the same entity Trustee that: (A) it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, among other things, the duties to authenticate and deliver Securities when presented to it in connection with exchanges, registrations of transfer or redemptions thereof; (B) it will keep and maintain, and furnish to the Trustee from time to time as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Collateral Trustee may reasonably require; and (C) it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee, the Issuer . The Trustee agrees to pay to each Authenticating Authenticated Agent from time to time reasonable compensation and expenses for its servicesservices (to the extent such compensation is not paid by the Company or the Guarantor), and reimbursement the Trustee shall be entitled to be reimbursed for its reasonable expenses relating thereto as an Administrative Expensesuch payments subject to the provisions of Section 7.07. The provisions of Sections 2.97.04, 6.4 7.05 and 6.5 7.08 shall be applicable inure to any the benefit of each Authenticating Agent.Agent to the same extent that they inure to the benefit of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series 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 therein issued under the within-mentioned Indenture. J. ▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory Dated:

Authenticating Agents. Upon the request of the IssuerIssuing Entity, the Collateral Indenture Trustee shall, and if the Collateral Indenture Trustee so chooses the Collateral Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Debt Notes in connection with the issuance, transfers and exchanges under Sections 2.42.02, 2.52.04, 2.6, 2.7 2.05 and 8.59.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such DebtNotes. For all purposes of this Indenture, the authentication of Debt Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Debt Notes by the Collateral Indenture Trustee. Any Person corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Collateral Indenture Trustee and the IssuerIssuing Entity. The Collateral Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the IssuerIssuing Entity. Upon receiving such notice of resignation or upon such a termination, the Collateral Indenture Trustee shall, upon the written request of the Issuer, shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the IssuerIssuing Entity. Unless the Authenticating Agent is also the same entity as the Collateral Trustee, the Issuer The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, services and reimbursement for its reasonable expenses relating thereto as an Administrative Expensethereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Sections 2.9, 6.4 2.07 and 6.5 6.04 shall be applicable to any Authenticating Agent.