Common use of By__________________________ Clause in Contracts

By__________________________. CERTIFICATE OF AUTHENTICATION Dated: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New York, as Trustee, The Bank of New York, By _______________________ as Trustee or as Authentication Agent By__________________________ _________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___________ This Note is one of a duly authorized series of notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 of the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

By__________________________. CERTIFICATE OF AUTHENTICATION DatedExhibit to Primary Warrant Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Securities Act of 1933. None of such securities may be transferred in the absence of registration under such Act or an opinion of counsel to the effect that such registration is not required. USCI, INC. WARRANT [SECONDARY] DATED: Number of Shares: Holder: Address: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New York, as Trustee, The Bank of New York, By _______________________ as Trustee or as Authentication Agent By__________________________ _________________________ Authorized Signatory Authorized Signatory 1. THIS CERTIFIES THAT the Holder is entitled to purchase from USCI, INC., a Delaware corporation (REVERSE) ____% NOTES DUE ___________ This Note is one of a duly authorized series of notes of the Company (herein sometimes referred to as hereinafter called the "NotesCompany"), specified in the Indenture number of shares of the Company's common stock (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "IndentureCommon Stock") set forth above, at an exercise price equal to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes$5.00 per share. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes Warrant may be redeemed exercised in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) at any time prior to maturity expiration. 2. All rights granted under this Warrant shall expire on the fifth anniversary of the date of issuance of this Warrant. 3. [omitted] 4. Notwithstanding anything to the contrary contained herein, Holder shall have the right to exercise this Warrant at any time only so long as and to the option extent that, after taking into account any shares of Common Stock otherwise beneficially owned by Holder (whether under any convertible notes owned by Holder or otherwise) , such exercise would not cause the Holder then to be the "beneficial owner" of more than 4.99% of the Company's then outstanding Common Stock. For purposes hereof, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series term "beneficial owner" shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, meaning ascribed to it in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c13(d) of the Indenture (except to increase the percentage Securities Exchange Act of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby1934. The Indenture also contains provisions permitting the holders opinion of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected therebylegal counsel to Holder, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form and substance satisfactory to the Company and the Trustee duly executed Company's counsel, shall prevail in all matters relating to the amount of Holder's beneficial ownership. 5. This Warrant and the Common Stock issuable on exercise of this Warrant (the "Underlying Shares") may be transferred, sold, assigned or hypothecated, only if registered by the registered holder hereof Company under the Securities Act of 1933 (the "Act") or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for if the same aggregate principal amount and series will be issued Company has received from counsel to the designated transferee Company a written opinion to the effect that registration of the Warrant or transferees. No service charge will be made for any the Underlying Shares is not necessary in connection with such transfer, but sale, assignment or hypothecation. The Warrant and the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note Underlying Shares shall be overdue appropriately legended to reflect this restriction and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar stop transfer instructions shall be affected by any notice to the contraryapply. No recourse The Holder shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise through its counsel provide such information as is reasonably necessary in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all connection with such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 of the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indentureopinion.

By__________________________. CERTIFICATE OF AUTHENTICATION Dated: ___________ This is one Its VERIFONE, INC. By /s/ [ILLEGIBLE] -------------------------- Its EXHIBIT A [FLOOR PLAN APPEARS HERE] Exhibit B --------- * Preliminary plan for suite 260. * Some upgrades to be added in large office. * Floor Plan to be Redesigned. [FLOOR PLAN APPEARS HERE] EXHIBIT C [FLOOR PLAN APPEARS HERE] EXHIBIT C SUBLEASE CONSENT The undersigned Master Lessor under the Master Lease hereby consents to the foregoing Sublease without waiver of the Notes of the series of Notes described any restriction in the within-mentioned IndentureMaster Lease concerning further assignment or subletting. The Bank Master Lessor hereby approves of New YorkSublessee's installation of an interior wall to divide conference room number 403 in the Sublease Premises, as Trusteeshown in Exhibit D, The Bank of New York, By _______________________ as Trustee or as Authentication Agent By__________________________ _________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___________ This Note provided the installation --------- is one of a duly authorized series of notes of the Company (herein sometimes referred to as the "Notes"), specified performed in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By accordance with the terms of the Indenture, Master Lease.* Master Lessor [ILLEGIBLE] ---------------------------- By: /s/ [ILLEGIBLE] ------------------------ Title: /s/ [ILLEGIBLE] ---------------------- Date: /s/ [ILLEGIBLE] ----------------------- * The Landlord's acceptance of this sublease agreement shall in no way diminish or alter the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option obligations of the CompanyTenant under the Master Lease. THIS THIRD AMENDMENT OF LEASE, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all dated as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereoffirst day of October, 1991 by and between DOA 87 LIMITED PARTNERSHIP ("Landlord") and VERIFONE, INC. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise"Tenant"), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 of the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

By__________________________. CERTIFICATE OF AUTHENTICATION DatedName: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New York, as Trustee, The Bank of New York, By _______________________ as Trustee or as Authentication Agent Title: [THE DESIGNATED SUBSIDIARY] By__________________________ Name: Title: EXHIBIT F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of June 6, 2022 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”), among Corning Incorporated (the “Company”), the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Agent”). Pursuant to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Company and the Agent, and (2) the undersigned shall have at all times furnished the Company and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_________________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___Name: Title: Date: ________ This Note __, 20[ ] FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is one of a duly authorized series of notes of hereby made to the Company (herein sometimes referred to as the "Notes"), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture Credit Agreement dated as of January 15June 6, 1998 duly executed and delivered between the Company and The Bank of New York2022 (as amended, as Trustee (the "Trustee")restated, (such Indenture, as amended and supplementedrestated, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole supplemented or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and modified from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior the “Credit Agreement”), among Corning Incorporated (the “Company”), the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Agent”). Pursuant to the date fixed for redemption provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the holders undersigned, or in either of Notesthe two calendar years preceding such payments. Unless otherwise defined herein, all as provided terms defined in the Indenture, at a redemption price equal Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_______________]__________________ Name: Title: Date: ________ __, 20[ ] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the date Credit Agreement dated as of redemptionJune 6, plus 2022 (as amended, restated, amended and restated, supplemented or modified from time to time, the applicable premium.] In “Credit Agreement”), among Corning Incorporated (the event of redemption of this Note in part only“Company”), a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, Lenders (as defined in the IndentureCredit Agreement) and JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Agent”). Pursuant to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of June 6, 2022 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”), among Corning Incorporated (the “Company”), the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Agent”). Pursuant to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance (s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the Notes extension of this series shall have occurred and be continuingcredit pursuant to the Credit Agreement or any other Loan Document, neither the principal undersigned nor any of all its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Notes Code, (iv) none of this series may be declared, its direct or indirect partners/members is a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and upon such declaration shall become, due and payable, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the manner, with the effect and subject to the conditions provided in the IndentureCode. The Indenture contains provisions for defeasance at any time of undersigned has furnished the entire indebtedness of the Notes of this series upon compliance by Agent and the Company with certain conditions set forth thereinIRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. The Indenture contains provisions permitting By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such seriesAgent, and its consequences, except a default in (2) the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) undersigned shall be conclusive and binding upon such holder and upon have at all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to times furnished the Company and the Trustee duly executed by Agent with a properly completed and currently effective certificate in either the registered holder hereof or its attorney duly authorized calendar year in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will which each payment is to be issued made to the designated transferee undersigned, or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account either of the principal hereof and premiumtwo calendar years preceding such payments. Unless otherwise defined herein, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 of the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture Credit Agreement and used herein shall have the meanings assigned given to them in the Indenture.Credit Agreement. [NAME OF LENDER] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

By__________________________. CERTIFICATE OF AUTHENTICATION Dateds/ Xxxxxx Xxxxxx ----------------- Secretary Name: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New York, as Trustee, The Bank of New York, By Xxxxxx Xxxxxx Title: Chief Executive Officer Attest: MANHATTAN TRANSFER REGISTRAR COMPANY _______________________ as Trustee or as Authentication Agent By: /s/ Xxxxxx Xxxx ------------------ Secretary Name: Xxxxxx Xxxx Title: President Exhibit A [Form of Right Certificate] Certificate No. R- _____________ Rights NOT EXERCISABLE AFTER AUGUST 27, 2006 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $2.50 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [IF THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID.]* RIGHT CERTIFICATE This certifies that __________________________ _________________________ Authorized Signatory Authorized Signatory , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of August 28, 2001 (REVERSEthe "Rights Agreement") ____% NOTES DUE ___________ This Note between DIRECT INSITE CORP., a Delaware corporation (the "Company"), and MANHATTAN TRANSFER REGISTRAR COMPANY (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time) on August 27, 2006 at the principal office of the Rights Agent, or its successors as Rights Agent, in Lake Ronkonkoma, New York, one fully paid non-assessable share of the Common Stock, $.0001 par value (the "Common Stock"), of the Company, at a purchase price of $2.50 per share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly authorized series executed. The number of notes Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of August 28, 2001, based on the shares of the Common Stock of the Company as constituted at such date. Upon the occurrence of a Triggering Event (herein sometimes referred to as such term is defined in the "Notes"Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Indenture (as described below)Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number of shares of the Common Stock which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all issued or to be issued in one or more series under of the terms, provisions and pursuant to an Indenture dated as conditions of January 15the Rights Agreement, 1998 duly executed which terms, provisions and delivered between the Company conditions are hereby incorporated herein by reference and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended made a part hereof and supplemented, being referred to herein as the "Indenture") to which Indenture Rights Agreement reference is hereby made for a full description of the rights, limitation limitations of rights, obligations, duties and immunities thereunder hereunder of the TrusteeRights Agent, the Company and the holders of the NotesRight Certificates. By the terms Copies of the IndentureRights Agreement are on file at the above-mentioned office of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of the Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the Notes are issuable in series which may vary as holder shall be entitled to amount, date receive upon surrender hereof another Right Certificate or Right Certificates for the number of maturity, rate of interest and in other respects as in the Indenture providedwhole Rights not exercised. [This series of Notes is limited Subject to the aggregate principal amount provisions of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicablethe Rights Agreement, insert - The Notes the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right or (ii) may be exchanged in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option for shares of Common Stock. No fractional shares of the CompanyCommon Stock will be issued upon the exercise of any Right or Rights evidenced hereby, at any time and from time but in lieu of fractions of a share equal to timeone-half of a share or less, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notescash payment will be made, all as provided in the IndentureRights Agreement. No Rights may be exercised that would entitle the holder to any fraction of a share of Common Stock greater than one-half of a share unless concurrently therewith such holder purchases an additional fraction of a share of Common Stock which, at a redemption price equal to [_______________]] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, when added to the date number of redemption, plus the applicable premium.] In the event shares of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will Common Stock to be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and received upon such declaration shall becomeexercise, due and payableequals an integral number of shares of Common Stock, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) Rights Agreement. No holder of this Right Certificate shall be conclusive and binding upon such entitled to vote or receive dividends or be deemed for any purpose the holder and upon all future holders and owners of this Note and the Common Stock or of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency other securities of the Company designated for such purpose which may at any time be issuable on the exercise hereof, nor shall anything contained in the Borough of Manhattan, The City of New York duly endorsed by Rights Agreement or accompanied by a written instrument or instruments of transfer in form satisfactory herein be construed to confer upon the Company and the Trustee duly executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any predecessor or successor corporation, whether by virtue of matter submitted to shareholders at any constitution, statute or rule of lawmeeting thereof, or by to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the enforcement of any assessment Rights Agreement), or penalty to receive dividends or subscription rights, or otherwise, all such liability being, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the acceptance hereof and as part Rights Agent. WITNESS the facsimile signature of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 proper officers of the New York General Obligations Law, be deemed to be a contract made under the laws Company and its corporate seal. Dated as of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the IndentureAttest: DIRECT INSITE CORP.

By__________________________. CERTIFICATE OF AUTHENTICATION Dated: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New Yorkundersigned, as Trustee“Depository”, The Bank of New York, By hereby certifies that the above described account has been established under Account Number ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. ____ as Trustee or as Authentication Agent By__________________________ (name of Depository) By_________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE EXHIBIT D CUSTODIAL AGREEMENT EXHIBIT E RESERVED. EXHIBIT F FORM OF MONTHLY REMITTANCE STATEMENT EXHIBIT G UNDERWRITING STANDARDS EXHIBIT H FORM OF ASSIGNMENT AND CONVEYANCE On this [___________ This Note is one ] day of a duly authorized series of notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $______], 2003_, GMAC Mortgage Corporation, as the Company, under that certain Master Flow Mortgage Loan Sale and Servicing Agreement, dated as of _____.] [This Note is not subject , 2002 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- __,as Purchaser under the principal amount thereof plus accrued Agreement all rights, title and unpaid interest thereon, if any, of the Company in and to the date Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of redemptionthe Agreement, plus the applicable premium.] In Company has delivered to the event of redemption of this Note in part only, a new Note or Notes of this series Custodian the documents for the unredeemed portion hereof will each Mortgage Loan to be issued purchased as set forth in the name Agreement. The ownership of each Mortgage Note, Mortgage, and the holder hereof upon the cancellation hereof. In case an Event contents of Default, as defined each Mortgage File is vested in the Indenture, Purchaser and the ownership of all records and documents with respect to the Notes of this series shall have occurred and be continuing, related Mortgage Loan prepared by or which come into the principal of all possession of the Notes Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of this series may be declared, the Purchaser in such custodial capacity only; and upon such declaration request by the Purchaser shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance be delivered promptly by the Company with certain conditions to the Purchaser. The Company confirms to the Purchaser that the representations and warranties set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent in Section 3.02 of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture Agreement with respect to such seriesthe Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and its consequences, except a default the representations and warranties in the payment Section 3.01 of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory Agreement with respect to the Company are true and correct as of the Trustee duly executed date hereof. All other terms and conditions of this transaction shall be governed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transfereesAgreement. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, pursuant to Section 5-1401 of the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that state, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All Capitalized terms used in this Note which are herein and not otherwise defined in the Indenture shall have the meanings assigned to them set forth in the Indenture.Agreement. GMAC MORTGAGE CORPORATION By: ___________________________ Name: _________________________ Title: _________________________ Exhibit A to Assignment and Conveyance MORTGAGE LOAN SCHEDULE SCHEDULE I EXHIBIT C Pooling and Servicing Agreement dated as of April 1, 2003 among Greenwich Capital Acceptance, Inc. Depositor, Greenwich Capital Financial Products, Inc. Seller, Xxxxx Fargo Bank Minnesota, National Association, Master Servicer and Deutsche Bank National Trust Company, Trustee EXHIBIT D ANNUAL CERTIFICATION I, [ ], [insert title] of GMAC Mortgage Company (the “Servicer”), certify to [identify the company submitting to SEC], and its officers, directors, agents and affiliates (in its role as [identify role] the “Sarbanes Certifying Party”), and with the knowledge and intent that they will rely upon this certification, that:

By__________________________. CERTIFICATE EXHIBIT A --------- FORM OF AUTHENTICATION Dated: WARRANT Number ___ _____ Warrant(s) Representing Right to Purchase Up to [U.S. $/Specified Currency] ________ in Aggregate Principal Amount of _________. This Warrant expires at 4:00 p.m. (_______ time) on [________, _________] and thereafter will be void and of no value. Notice of the holder's intent to exercise this Warrant must be given to ________________, as Agent not later than 4:00 P.M. (________ time) [____________, _____]. AMERICREDIT CORP. THIS CERTIFIES THAT, for value received, ____________, the Registered Owner hereof (herein sometimes called the "Warrantholder") is entitled, upon and subject to the terms and conditions set forth herein and in the Warrant Agreement (the "Warrant Agreement") dated as of ___________, ____, ____ between AmeriCredit Corp. (the "Company") and ______________, as Agent, (the "Agent"), to purchase at par plus interest accrued thereon, if any, at any time from 9:00 A.M. (___________ time) [____________, _____] to 4:00 P.M. (________ time) [________________, _____], inclusive (each such date being referred to as an "Exercise Date") up to ___________ in aggregate amount of _______________, by providing written notice to the Agent of the Warrantholder's intention to exercise its right to purchase provided for herein specifying the number of Warrants which the Warrantholder wishes to exercise, such notice to be provided in the notice form annexed hereto as Annex II not earlier than 9:00 A.M. (________ time)on [_________________, ____] and not later than 4:00 P.M. (___________ time) [____________, ___], and by surrendering to the Agent at its principal office in _____________, ___________ on any Exercise Date, this Warrant, with the Exercise Form on which this Warrant is exercised, the __________________ will be delivered as described below against payment therefor in [U.S. Federal Reserve or other United States/Specified Currency] funds current and immediately available to the Agent at the amount designated in the Warrant Agreement, in each case in an amount equal to the purchase price of the __________________ so purchased pursuant to the exercise of this Warrant. This Warrant is one of a duly authorized issue of warrants issued under the Notes provisions of the series Warrant Agreement. Reference is hereby made for particulars of Notes described the rights of the Warrantholders and of the Company in respect thereof and the terms and conditions upon which the Warrants are issue and held, all to the sole effect as if the provisions of the Warrant Agreement were herein set forth, to all of which the Warrantholder by acceptance hereof assents. The Company will furnish to the Warrantholder, upon written request and without charge, a copy of the Warrant Agreement. All capitalized terms not otherwise defined herein, shall have the meanings ascribed thereto in the within-mentioned IndentureWarrant Agreement. The Bank of New York, as Trustee, The Bank of New York, By __________________ purchased pursuant to the exercise of this Warrant will be mailed by certified mail return receipt requested to the person specified in the Exercise Form annexed hereto at its address specified therein or, if so specified in the Exercise Form, delivered to such person or its agent at the principal office of the Agent in ______________ on the Exercise Date. If __________________ are purchased in an aggregate amount which is less than the total amount of _____________________ as Trustee or as Authentication Agent By________that can be purchased pursuant to this Warrant, the Warrantholder hereof will be entitled to receive without charge a new Warrant in respect of the balance of the amounts of __________________ which the Registered Owner hereof was entitled to purchase under the surrendered Warrant and which were not then purchased. On presentation at the principal office of the Agent in ______________ subject to the provisions of the Warrant Agreement, one or more Warrants may be exchanged for one or more Warrants entitling the Warrantholder to purchase an equal aggregate principal amount of __________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___________ This Note is one of a duly authorized series of notes of as may be purchased under the Company (herein sometimes referred to as the "Notes"), specified Warrant or Warrants so exchanged. Nothing contained in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trusteethis Warrant, the Company and Warrant Agreement or elsewhere shall be construed as conferring upon the holders Warrantholder hereof any right or interest whatsoever as an owner of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- the principal amount ___ or any other right or interest in respect thereof plus accrued except as herein and unpaid interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name Warrant Agreement expressly provided. This Warrant is registered on the books of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, is transferable only in accordance with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner Warrant Agreement by surrender thereof at the rights principal office of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York Agent duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof Registered Owner of this Warrant or its attorney duly authorized in writing, writing all in accordance with the terms and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account provisions of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and releasedWarrant Agreement. This Note shall, pursuant to Section 5-1401 of Warrant and the New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, Warrant Agreement are governed by and for all purposes shall be construed in accordance with the laws of that stateTexas, without regard to the principles of conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenturelaw.

By__________________________. CERTIFICATE OF AUTHENTICATION Dated: The undersigned, as “Depository”, hereby certifies that the above described account has been established under Account Number ___________ This is one _________, at the office of the Notes of the series of Notes described in the withindepository indi-mentioned Indenturecated above, and agrees to honor withdrawals on such account as provided above. The Bank of New York, as Trustee, The Bank of New York, By ___________________________ (Name of Depository) By_________________________ EXHIBIT D REO ACCOUNT CERTIFICATION (date) Citibank (West), FSB hereby certifies that it has established the non-interest bearing account described below as Trustee an REO Account pursuant to Section 10.17 of the Master Mortgage Loan Purchase and Servicing Agreement, dated as of February 1, 2005, Fixed and Adjustable Rate Residential Mortgage Loans. Title of Account: "CitiMortgage, Inc. in trust for Purchaser - Fixed and Adjustable Rate Residential Mortgage Loans, as tenants in common" Account Number: __________________________ Address of office or as Authentication Agent Bybranch of Citibank (West), FSB at which Account is maintained: __________________________ _________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___________ This Note is one of a duly authorized series of notes of the Company Citibank (herein sometimes referred to as the "Notes"West), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [FSB By_______________]] [if applicable -- ___________ EXHIBIT E REO ACCOUNT LETTER AGREEMENT (date) To: _____________________________________ _____________________________________ _____________________________________ (the principal amount thereof plus accrued "Depository") As "Seller" under the Master Mortgage Loan Purchase and unpaid Servicing Agreement, dated as of ___________ 1, 2005, Fixed and Adjustable Rate Residential Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish a non-interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Defaultbearing account, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. This Note shall, an REO Account pursuant to Section 5-1401 10.17 of the New York General Obligations LawAgreement, be deemed to be a contract made under desig-nated as “CitiMortgage, Inc., in trust for Purchaser - Fixed and Adjustable Rate Residential Mortgage Loans, as tenants in common.” All deposits in the laws of the State of New York, and for all purposes account shall be construed subject to withdrawal therefrom by order signed by Seller. This letter is submitted to you in accordance with the laws of that stateduplicate. Please execute and return one original to us. CitiMortgage, without regard to the conflicts of laws principals thereof (other than such Section 5-1401). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.Inc.