Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12 such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible -------- under this Section 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. ------------ The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. ------------ If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in ------------ addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. Wilmington Trust Company, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________________ Authorized Signature

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within- mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SECTION 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SECTION 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, PROVIDED such corporation shall be otherwise eligible under this SECTION 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10SECTION 6.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.shall

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇Wells Fargo Bank Minnesota, National Association. Wherever reference is ▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may Upon the request of the Issuer and, in the case of the Offered Notes, the Co-Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 2.12 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesNote Administrator. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Note Administrator, the Trustee, the Issuer and to the ServicerCo-Issuer. The Trustee Note Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Trustee, the Issuer and to the ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent the Note Administrator shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Issuer. The Note Administrator agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust 91 company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers, and exchanges under Sections 3.02 and 3.06, as fully to all intents and purposes as though each Authenticating Agent had been expressly authorized by those Sections to authenticate the Trustee in authenticating or countersigning CertificatesNotes. InitiallyFor all purposes of this Indenture, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Notes by an Authenticating Agent and a certificate pursuant to this Section 8.13 shall be the authentication of authentication or countersignature executed on behalf of such Notes “by the Trustee.” The Issuers hereby direct the Trustee by to appoint, and the Trustee hereby appoints pursuant to such direction, Deutsche Bank Luxembourg S.A. as an Authenticating Agent. Each Authenticating Agent must be acceptable to The Trustee shall have no liability for such appointment or for the Servicer and must be a corporation or banking association organized and doing business under the laws actions of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the ServicerIssuers. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers. The Issuers agree to pay to any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating to its services as an Authenticating Agent. Any Authenticating Agent appointed hereunder shall enjoy all the Servicersame rights and protections as an Agent of the Issuers. Upon receiving a notice of resignation Any entity into which any Authenticating Agent may be merged or upon such a terminationconverted or with which it may be consolidated, or in caseany entity resulting from any merger, at any time consolidation or conversion to which any Authenticating Agent shall cease be a party, or any entity succeeding to be eligible in accordance with the provisions corporate trust business of this Section 9.10, the Trustee may appoint a successor any Authenticating Agent, shall give written notice be the successor of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as without the execution or filing of any further act on the part of the parties hereto or such Authenticating AgentAgent or such successor entity.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon original issue and upon registration of transfer or countersigning Certificatesredemption, exchange or substitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("“Authenticating Agents"”) which shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee Securities Administrator or the Trustee's Securities Administrator’s certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the ServicerTrustee. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerTrustee. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.107.12, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as Trustee By: _________________________________ As Authenticating Agent By: _________________________________ Authorized Signatory SECTION 6.13 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Authenticating Agents. The Upon the request of the Co-Issuers, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Article II, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 6.14 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesIndenture Trustee. Any corporation or banking association entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association entity succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper documents (except as required by law) or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and to the ServicerCo-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerCo-Issuers. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Co-Issuers. The Indenture Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.6 and Article XI. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. (a) The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificates. Initially, the substitution pursuant to this Indenture. (b) Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. (c) Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Upon the request of the Issuer, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesIndenture Trustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and to the ServicerIssuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerIssuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Issuer. The Indenture Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of its appointment hereunder Sections 2.07 and 6.04 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Wells Fargo Bank, N.A. National Association. Wherever reference is made in this Agreement t▇▇▇ ▇greement to the authentication or countersigning of Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the Servicer. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company and at the Company's expense, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange, substitution or countersigning Certificatesotherwise pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. WILMINGTON TRUST COMPANY as Trustee By: ------------------------------------- As Authenticating Agent By: ------------------------------------- Authorized Signatory 66

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents") which that shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of 123 Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the Master Servicer. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of 124 authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a an office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo BankBank Minnesota, N.A. National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the Master Servicer. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents") which that shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Wells Fargo Bank, N.A. Wherever reference is made in this Agreement Agre▇▇▇▇▇ to the authentication or countersigning of Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the Master Servicer. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable to the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America or America, any State thereof, the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, Columbia authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all of the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the duties under this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12 and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. Dated: [ ] --------------------------------- as Trustee By [Authenticating Agent],as Authenticating Agent By: ------------------------- Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such ------------ Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible -------- under this Section 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. ------------ The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. ------------ If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in ------------ addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. ______________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signature

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates 127 by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Upon the request of the Co-Issuers, the Indenture Trustee may shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Article II, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Base Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 6.14 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesIndenture Trustee. Any corporation or banking association entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association entity resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association entity succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper documents (except as required by law) or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and to the ServicerCo-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerCo-Issuers. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Co-Issuers. The Indenture Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.6 and Article XI. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent 156 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee Securities Administrator may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee Securities Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Wells Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication ▇▇▇ ▇uthentication or countersigning of Certificates by the Trustee Securities Administrator or the TrusteeSecurities Administrator's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee Securities Administrator by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer Servicers and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee Securities Administrator or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Securities Administrator and to the ServicerServicers. The Trustee Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerServicers. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer Servicers and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the --------------------- Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:____________________________ As Authenticating Agent By: _______________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a an office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee. 107

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one an “Authenticating Agent” or more authenticating agents ("Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance not to be unreasonably withheld by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. The Upon the request of the Issuers, the Trustee may shall, and if the Trustee so chooses the Trustee may, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers, and exchanges under Sections 3.02 and 3.06, as fully to all intents and purposes as though each Authenticating Agent had been expressly authorized by those Sections to authenticate the Trustee in authenticating or countersigning CertificatesNotes. InitiallyFor all purposes of this Indenture, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee Notes by an Authenticating Agent and a certificate pursuant to this Section 8.12 shall be the authentication of authentication or countersignature executed on behalf of such Notes “by the Trustee.” The Issuers hereby direct the Trustee by to appoint, and the Trustee hereby appoints pursuant to such direction, Deutsche Bank Trust Company Americas as an Authenticating Agent. Each Authenticating Agent must be acceptable to The Trustee shall have no liability for such appointment or for the Servicer and must be a corporation or banking association organized and doing business under the laws actions of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the ServicerIssuers. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers. The Issuers agree to pay to any Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating to its services as an Authenticating Agent. Any Authenticating Agent appointed hereunder shall enjoy all the Servicersame rights and protections as an Agent of the Issuers. Upon receiving a notice of resignation Any entity into which any Authenticating Agent may be merged or upon such a terminationconverted or with which it may be consolidated, or in caseany entity resulting from any merger, at any time consolidation or conversion to which any Authenticating Agent shall cease be a party, or any entity succeeding to be eligible in accordance with the provisions corporate trust business of this Section 9.10, the Trustee may appoint a successor any Authenticating Agent, shall give written notice be the successor of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as without the execution or filing of any further act on the part of the parties hereto or such Authenticating AgentAgent or such successor entity.

Authenticating Agents. The Paying Agent in London may authenticate the Temporary Global Bearer Security and Bearer Securities, and Banq▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ # ▇▇▇▇▇▇▇▇▇▇ ▇.▇. may authenticate Bearer Securities, in each case as the Trustee's Authenticating Agent. The Trustee may may, with the consent of the Company, appoint one an additional Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, England and Wales or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Luxembourg, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an -127- 139 Authenticating Agent, shall continue to be the an Authenticating Agent Agent, PROVIDED such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: -128- 140 This is one of the Securities referred to in the within-mentioned Indenture. Dated: MARINE MIDLAND BANK, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signatory -129- 141 ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 7.1. Company May Consolidate, Etc.,

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY as Trustee By:___________________________ As Authenticating Agent By:___________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such 104 laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one or more authenticating agents (an "Authenticating Agents") Agent" or Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance not to be unreasonably withheld by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as Trustee By: ___________________________________ As Authenticating Agent By: ___________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or 171 more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one or more authenticating agents (an "Authenticating Agents") Agent" or Agents acceptable to the Company with respect to the Securities, which Authenticating Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. WELLS FARGO BANK, NATIONAL ▇▇▇▇CIATION, as Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 2.13 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesTrustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Issuer and to the ServicerCo-Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 57 Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may shall, if requested pursuant to a Company Request, promptly appoint one an agent or more authenticating agents ("Authenticating Agents") which of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating or countersigning Certificatesconnection with such appointment. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement Indenture to the authentication or countersigning of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent authenticating agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Servicer Company and must shall at all times be a corporation or banking association which is organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State authoritiesstate authority. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of this Section 9.10Section, the Trustee promptly may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated herein referred to in the Indenture. THE BANK OF NEW YORK, as Trustee By

Authenticating Agents. The Trustee may may, with the written consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.this

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. as Trustee By: ___________________________________________ As Authenticating Agent By: ___________________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon original issue and upon registration of transfer or countersigning Certificatesredemption, exchange or substitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. __________________________________ as Trustee By:_______________________________ As Authenticating Agent By:_______________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. [_____________________________________], as Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory

Authenticating Agents. The Trustee may shall, if requested pursuant to a Company Request, promptly appoint one an agent or more authenticating agents ("Authenticating Agents") which of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee in authenticating or countersigning Certificates. Initially, Such appointment by the Authenticating Agent Trustee shall be ▇▇▇▇▇ Fargo Bank, N.A. evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in connection with such appointment. Wherever reference is made in this Agreement Indenture to the authentication or countersigning of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent authenticating agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Servicer Company and must shall at all times be a corporation or banking association which is organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesauthority. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of this Section 9.10Section, the Trustee promptly may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.07. The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. By By

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.all

Authenticating Agents. The Trustee may may, with the written consent of the Issuer or the Guarantor, appoint one an additional Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Issuer or the Guarantor with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Issuer or the Guarantor and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, or The Republic of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, France or Luxembourg authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. WILMINGTON TRUST COMPANY, as Trustee By: -------------------------------------- As Authenticating Agent By: -------------------------------------- Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such 102 laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a 107 principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. (a) The Indenture Trustee may appoint one or more authenticating agents Persons (each, an "Authenticating AgentsAgent") which shall be authorized with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section shall be deemed to include be the authentication or countersigning on behalf of Notes "by the Indenture Trustee." The Indenture Trustee by an shall be the Authenticating Agent and a certificate of authentication or countersignature executed on behalf of in the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or absence of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. appointment thereof. (b) Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all of the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating Agent. Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and to the ServicerOwner Trustee. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerOwner Trustee. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Indenture Trustee may appoint a successor Authenticating Agent, Agent and shall give written notice of any such appointment to the Servicer and shall mail notice of such appointment Owner Trustee. (d) The Administrator agrees to all Certificateholders. Any successor pay to each Authenticating Agent (other than the Indenture Trustee) from time to time reasonable compensation for its services as agreed upon acceptance between the Authenticating Agent and the Administrative Agent. The provisions of its appointment hereunder Sections 2.8 and Article VI shall become vested with all be applicable to any Authenticating Agent and Section 4.16(b) of the rights, powers, duties Sale and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating AgentServicing Agreement.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a an office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally 113 named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any state thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 5.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent (provided such corporation shall be otherwise eligible under this Section 5.12), without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.105.12, the Trustee may appoint a successor Authenticating Agent, which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 5.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form:

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 57 Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating Agent, by sale or otherwise, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: "This is one of the Securities referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By:_________________________________________ As Authenticating Agent By:_________________________________________ Authorized Signatory"

Authenticating Agents. The Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may pursuant to this Indenture, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 2.12 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesTrustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Majority Representative, the Trustee and to the ServicerIssuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Majority Representative and to the ServicerIssuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer Issuer and shall mail notice of such appointment the Majority Representative. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee There may appoint be one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents appointed by the Trustee upon the request of the Company with power to act on its behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision its direction in the authentication and delivery of Securities issued upon exchange or examination by Federal or State authorities. transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Securities; provided, that the Trustee shall have no liability to the Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.14 without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of under this Section 9.106.14, the Trustee may may, and upon the request of the Company shall, promptly appoint a successor Authenticating AgentAgent eligible under this Section 6.14, shall give written notice of such appointment to the Servicer Company and shall mail notice of such appointment to all CertificateholdersSecurityholders as the names and addresses of such holders appear on the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating AgentAgent herein. The Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon original issue and upon registration of transfer or countersigning Certificatesredemption, exchange or substitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: __________________________________ As Authenticating Agent By: __________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee. 114

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.128

Authenticating Agents. The Common Depositary may authenticate the Temporary Global Bearer Security, and the Paying Agent in Amsterdam, The Netherlands may authenticate Bearer Securities, in each case, as the Trustee's Authenticating Agent. The Trustee may may, with the written consent of the Company, appoint one an additional Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the 97 110 Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof, the District of Columbia, England and Wales or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, The Netherlands authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: 98 111 This is one of the Securities referred to in the within-mentioned Indenture. Dated: MARINE MIDLAND BANK, as Trustee By [Authenticating Agent], as Authenticating Agent By -------------------------------- Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, 107 upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any state thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 5.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent (provided such corporation shall be otherwise eligible under this Section 5.12), without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.105.12, the Trustee may appoint a successor Authenticating Agent, which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 5.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. as Trustee By [Authenticating Agent], as Authenticating Agent

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 2.13 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesTrustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Issuer and to the ServicerCo-Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of its appointment hereunder Sections 2.9, 6.4 and 6.5 hereof shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as be applicable to any Authenticating Agent.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first 105 paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12 such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. -----------------------------------, as Trustee By [Authenticating Agent], as Authenticating Agent By ---------------------------------- Authorized Signature

Authenticating Agents. The Trustee may shall, if requested in writing so to do by the Company, promptly appoint one an agent or more authenticating agents ("Authenticating Agents") which of the Trustee who shall be authorized have authority to act authenticate Securities of any series in the name and on behalf of the Trustee. Such appointment by the trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in authenticating or countersigning Certificatesconnection with such appointment. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement Indenture to the authentication or countersigning of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent authenticating agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent must Any such authenticating agent shall be an agent acceptable to the Servicer Company and must shall at all times be a corporation or banking association which is organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New Yorkauthorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $15,000,0001,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesauthority. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent An authenticating agent may at any time resign with respect to one or more series of Securities by giving written notice of resignation to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any Authenticating Agent an authenticating agent with respect to one or more series of Securities by giving written notice of termination to such Authenticating Agent authenticating agent and to the ServicerCompany. Upon receiving a such notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent an authenticating agent shall cease to be eligible in accordance with the provisions of this Section 9.10Section, the Trustee promptly may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholdersauthenticating agent. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.06. The provisions of Sections 7.02, 7.03 and 7.04 shall be applicable to any authenticating agent. Pursuant to each appointment of an authenticating agent made under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form:

Authenticating Agents. The Upon the request of the Issuer and the Co-Issuer, the Trustee may shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized Agents with power to act on its behalf and subject to its direction in the authentication of the Trustee Notes in authenticating or countersigning Certificatesconnection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. InitiallyFor all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in pursuant to this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference Section 2.12 shall be deemed to include be the authentication or countersigning on behalf of Notes by the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authoritiesTrustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee parties hereto or the such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Issuer and to the ServicerCo-Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the ServicerCo-Issuer. Upon receiving a such notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may shall promptly appoint a successor Authenticating Agent, Agent and shall give written notice of such appointment to the Servicer and shall mail notice of such appointment Issuer. The Trustee agrees to all Certificateholders. Any successor pay to each Authenticating Agent upon acceptance of appointed by it from time to time reasonable compensation for its appointment hereunder services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall become vested with all the rightsbe entitled to be reimbursed for such payments, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.subject to

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇W▇▇▇▇ Fargo BankBank Minnesota, N.A. National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, by sale or otherwise, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. Wilmington trust company, as Trustee By:__________________________________ As Authenticating Agent By:__________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one an “Authenticating Agent” or more authenticating agents ("Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's ’s certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance not to be unreasonably withheld by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: As Authenticating Agent By: Authorized Signatory

Authenticating Agents. (a) The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in executing and authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the execution and authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include execution and authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer Depositor and must be a corporation or banking association national bank organized and doing business under the laws of the United States of America or of any State, state and having a principal office and place of business in the Borough of Manhattan, the City and State of New York, New YorkYork or in the State of Illinois, having a combined capital and surplus of at least $15,000,00050,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. The Trustee initially shall be Authenticating Agent hereunder. (b) Any corporation or banking association Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association Person 102 110 succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. . (c) Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and to the ServicerDepositor. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the ServicerDepositor. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.107.10(a), the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer Depositor and shall mail notice of such appointment to all CertificateholdersHolders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No such Authenticating Agent shall be appointed unless eligible under the provisions of Section 7.10(a). No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.

Authenticating Agents. The Trustee may appoint one --------------------- or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo BankBank Minnesota, N.A. National Association. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may appoint one an additional Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Appointment of each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company, and must each Authenticating Agent shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000or Luxembourg, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the an Authenticating Agent. Any , provided such corporation shall be otherwise eligible An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. 7. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK AG, NEW YORK BRANCH, as Trustee By [Authenticating Agent], as Authenticating Agent By: ______________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any state thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 5.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent (provided such corporation shall be otherwise eligible under this Section 5.12), without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Authenticating Agents. The Trustee may may, upon notice to the Company, appoint one or more authenticating agents (an "Authenticating Agents") Agent" or Agents reasonably acceptable to the Company with respect to the Securities, which Authenticating Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance not to be unreasonably withheld by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate agency or corporate trust business of any an Authenticating AgentAgent (including the authenticating agency contemplated by this Indenture), shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving actual receipt by a Responsible Officer of the Trustee of such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance not to be unreasonably withheld by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By:_______________________________________ As Authenticating Agent By:_______________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such 110 laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent 121 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent 132 shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, PROVIDED such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10Section, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. AMERICAN STOCK TRANSFER & TRUST COMPANY as Trustee By: --------------------------- As Authenticating Agent By: --------------------------- Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or 134 converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 6.12. ------------ Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor ------------ Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. ------------ The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. ------------ If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in ------------ addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. ______________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Signature

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. BANK ONE TRUST COMPANY, N.A., as Trustee By: ______________________________________ As Authenticating Agent By: ______________________________________ Authorized Signatory

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities, which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any state thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12, such Authenticating Agent ------------ shall resign immediately in the manner and with the effect specified in this Section 5.12. ------------ -41- Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent (provided such corporation shall be otherwise eligible under this Section 5.12), without the execution or filing of any paper or any ------------ further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.105.12, the Trustee may appoint a successor ------------ Authenticating Agent, which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.12. ------------ The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.12. ------------ If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 5.12, the Securities may have endorsed thereon, in ------------ addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. By: State Street Bank and Trust Company of California, N.A., as Authenticating Agent By _____________________________ Authorized Signature

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION as Trustee By: _________________________________________ as Authenticating Agent By: _________________________________________ Authorized Signatory

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust 100 company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Agents acceptable to the Company with respect to the Securities, which Authenticating Agents") which Agent shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture.

Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") Agents which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be ▇▇▇▇▇ Fargo Bank, N.A. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigningauthentication, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any Statestate, having a principal office and place of business in New York, New York or a principal office and place of business in Boston, Massachusetts and a place of business in New York, New York, having a combined capital and surplus of at least 122 $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal federal or State state authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Master Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.108.11, the Trustee may appoint appoint, upon prior written approval of the Master Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.

Authenticating Agents. The Trustee may may, with the consent of the Company, appoint one an Authenticating Agent or more authenticating agents ("Authenticating Agents") Agents acceptable to the Company with respect to the Securities which shall be authorized to act on behalf of the Trustee in authenticating to authenticate Securities issued upon exchange or countersigning Certificatessubstitution pursuant to this Indenture. Initially, the Securities authenticated by an Authenticating Agent shall be ▇▇▇▇▇ Fargo Bankentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, N.A. Wherever and every reference is made in this Agreement Indenture to the authentication or countersigning and delivery of Certificates Securities by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must shall be acceptable subject to acceptance by the Servicer Company and must shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America America, any State thereof or the District of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000Columbia, authorized under such laws to do a trust business act as Authenticating Agent and subject to supervision or examination by Federal government or State authoritiesother fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation or banking association into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any such Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency or corporate trust business of any an Authenticating Agent, shall continue to be the an Authenticating Agent Agent; provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the ServicerCompany. The Trustee may at any time terminate the agency of any an Authenticating Agent by giving written notice of termination thereof to such Authenticating Agent and to the ServicerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case, case at any time any such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.106.12, the Trustee may appoint a successor Authenticating Agent, Agent which shall give written notice of such appointment be subject to acceptance by the Servicer and shall mail notice of such appointment to all CertificateholdersCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture, and is entitled to the benefits of the Indenture. Dated: ---------------------------- as Trustee By Authenticating Agent, as Authenticating Agent By -------------------------- Authorized Signatory