Common use of Appointment and Powers Clause in Contracts

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Secured Parties under such Series Supplement appoints The Chase Manhattan Bank as the Trustee or Trust Collateral Agent, as the case may be, with respect to the Collateral specifically pledged to such Series, and The Chase Manhattan Bank accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, with respect to each Series Trust Estate for such Series Secured Parties, to maintain custody and possession of each Series Trust Estate (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Trust Collateral Agent, as the case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estate, as the Series Secured Parties may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Issuer Secured Parties under such Series Supplement hereby appoints The Chase Manhattan First Union National Bank as the Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan First Union National Bank hereby accepts such appointment and agrees to act as Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to each Series the Trust Estate Property for such Series the Issuer Secured Parties, to maintain custody and possession of each Series such Trust Estate Property (except as otherwise provided hereunderhereunder or under the Sale and Servicing Agreement) and to perform the other duties of the Indenture Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Each Issuer Secured Party hereby authorizes the Indenture Trustee or Trust Collateral Agent, as the case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Holders of Notes entitled to a majority (or such greater percentage as may be required by the terms hereof) of the Voting Rights (with the consent of the Insurer if no Insurer Default shall have occurred and be continuing) may direct and as are specifically authorized to be exercised by the Indenture Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties Holders of Notes entitled to a majority (or such greater percentage as may be required by the terms hereof) of the Voting Rights (with the consent of the Insurer if no Insurer Default shall have occurred and be continuing) delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Indenture Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Indenture Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Indenture Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series SupplementNoteholders and the Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, each of the Series Secured Parties under such Series Supplement appoints The Chase Manhattan Bank National Association as the Trustee or Trust Collateral Agent, as the case may be, with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan Bank ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, with respect to each Series Trust Estate the Collateral for such Series Secured Partiesthe benefit of the Noteholders and the Note Purchasers, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Trust Collateral AgentIn addition, subject to the terms and conditions hereof, the Class B Noteholders and the Class B Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, National Association as the Trustee with respect to the Pledged Subordinate Securities, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the Pledged Subordinate Securities for the benefit of the Class B Noteholders and the Class B Note Purchasers, to maintain custody and possession of such Pledged Subordinate Securities (except as otherwise provided hereunder) and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. In addition, subject to the terms and conditions hereof, the Class B Noteholders and the Class B Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, National Association as the Trustee with respect to the UBS Cross Collateral, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the UBS Cross Collateral for the benefit of the Class B Noteholders and the Class B Note Purchasers, to exercise all rights and remedies relating to such UBS Cross Collateral on behalf of the Class B Noteholders and the Class B Note Purchasers (as provided herein and in the UBS Basic Documents), in each case may besubject to the terms and provisions of the UBS Intercreditor Agreement, is authorized and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Note Purchaser and each Noteholder, by its acceptance of a Note, hereby authorizes the Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties such Note Purchaser or such Noteholder may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement any Intercreditor Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iiiii) for which the Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. Subject to the terms and conditions hereof, to each of the extent provided Secured Parties hereby appoints Harris Trust and Savings Bank as the Collateral Agent with respec▇ ▇▇ ▇he Series 1998-1 Collateral and the related Collateral subsequently specified in a Series Supplement, each of the Series Secured Parties under and Harris Trust and Savings Bank hereby accepts such Series Supplement appoints The Chase Manhattan Bank appointment ▇▇▇ ▇▇rees to act as the Trustee or Trust Collateral Agent, as the case may be, Agent with respect to the Collateral specifically pledged to such SeriesSeries 1998-1 Collateral, and The Chase Manhattan Bank accepts upon execution of any Series Supplement, shall be deemed to accept such appointment appointment, and agrees agree to act as Trustee or Trust Collateral Agent, as the case may be, Agent with respect to such Collateral, in each Series Trust Estate case, for such Series the Secured Parties, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, Agent in accordance with the provisions of this IndentureAgreement. Subject to the terms and conditions hereof, the other Basic Documents any Series Supplement Transferor, individually and any Series Related Documentsin its capacity as agent on behalf of the Reversionary Holders, each of the Secured Parties and the Collateral Agent hereby appoint Harris Trust and Savings Bank as Securities Intermediary with resp▇▇▇ ▇▇ the Spread Account, and Harris Trust and Savings Bank hereby accepts such appointment as S▇▇▇▇▇▇ies Intermediary and agrees to act on behalf of, and at the direction of, the Collateral Agent with respect thereto. The Trustee or Trust Each Secured Party hereby authorizes the Collateral Agent, as the case may be, is authorized Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Controlling Party may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, Agent shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Party delivered pursuant to this Indenture or the related Series Supplement Agreement promptly following receipt of such written instructions; provided provided, however, that the Trustee or Trust Collateral Agent, as applicable, Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture Agreement, (ii) which are in violation of any applicable law, rule or the related Series Supplement regulation or (iiiii) for which the Trustee or Trust Collateral Agent, as applicable, Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, Collateral Agent of its express duties hereunder, except where this Indenture or the related Series Supplement Agreement provides that the Trustee or Trust Collateral Agent, as applicable, Agent is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series SupplementNoteholders and the Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, each of the Series Secured Parties under such Series Supplement appoints The Chase Manhattan Bank National Association as the Trustee or Trust Collateral AgentTrustee, as the case may be, custodian and bailee with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan Bank ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, with respect to each Series Trust Estate the Collateral for such Series Secured Partiesthe benefit of the Noteholders and the Note Purchasers, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Trust Collateral AgentIn addition, subject to the terms and conditions hereof, the Class B Noteholders and the Class B Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, National Association as the Trustee with respect to the Pledged Subordinate Securities, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the Pledged Subordinate Securities for the benefit of the Class B Noteholders and the Class B Note Purchasers, to maintain custody and possession of such Pledged Subordinate Securities (except as otherwise provided hereunder) and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. In addition, subject to the terms and conditions hereof, the Class B Noteholders and the Class B Note Purchasers hereby appoint ▇▇▇▇▇ Fargo Bank, National Association as the Trustee with respect to the Bear Cross Collateral, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the Bear Cross Collateral for the benefit of the Class B Noteholders and the Class B Note Purchasers, to exercise all rights and remedies relating to such Bear Cross Collateral on behalf of the Class B Noteholders and the Class B Note Purchasers (as provided herein and in the Bear Basic Documents), in each case may besubject to the terms and provisions of the Bear Intercreditor Agreement, is authorized and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Note Purchaser and each Noteholder, by its acceptance of a Note, hereby authorizes the Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties such Note Purchaser or such Noteholder may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement any Intercreditor Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iiiii) for which the Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Secured Parties under such Series Supplement Noteholders hereby appoints The Chase Manhattan Bank Bankers Trust Company of California, N.A. as the Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to the Collateral specifically pledged to such SeriesTrust Estate, and The Chase Manhattan Bank Bankers Trust Company of California, N.A. hereby accepts such appointment and agrees to act as Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to each Series the Trust Estate for such Series Secured Partiesthe Noteholders, to maintain custody and possession of each Series such Trust Estate (except as otherwise provided hereunder) and to perform the other duties of the Indenture Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Transaction Documents. The Each Noteholder hereby authorizes the Indenture Trustee or Trust Collateral Agent, as the case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Majority Noteholders may direct and as are specifically authorized to be exercised by the Indenture Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties Majority Noteholders delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided provided, that the Indenture Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Indenture Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Indenture Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. (a) Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Issuer Secured Parties under such Series Supplement appoints The Chase Manhattan hereby appoint ▇▇▇▇▇ Fargo Bank as the Trustee or Trust Collateral AgentMinnesota, National Association, as the case may be, Trust Collateral Agent with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan ▇▇▇▇▇ Fargo Bank Minnesota, National Association, hereby accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, Agent with respect to each Series Trust Estate the Collateral for such Series the Issuer Secured Parties, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Each Issuer Secured Party hereby authorizes the Trust Collateral Agent, as the case may be, is authorized Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Controlling Party may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, Agent shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Party delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral AgentAgent shall not act in accordance with 50 any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the Trust Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions. (b) Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoint ▇▇▇▇▇ Fargo Bank Minnesota, as applicablethe Note Paying Agent with respect to the Trust Property, and ▇▇▇▇▇ Fargo Bank Minnesota, hereby accepts such appointment and agrees to act as Note Paying Agent with respect to the Trust Property in trust for the benefit of the Noteholders and the Insurer for the Issuer Secured Parties, to maintain custody and possession of such Trust Property in trust for the benefit of the Noteholders and the Insurer (except as otherwise provided hereunder) and to perform the other duties of the Note Paying Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Note Paying Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Note Paying Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Note Paying Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Note Paying Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, Note Paying Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, Note Paying Agent of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, Note Paying Agent is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. (a) Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Issuer Secured Parties under such Series Supplement appoints The Chase Manhattan hereby appoint ▇▇▇▇▇ Fargo Bank as the Trustee or Trust Collateral AgentMinnesota, National Association, as the case may be, Trust Collateral Agent with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan ▇▇▇▇▇ Fargo Bank Minnesota, National Association, hereby accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, Agent with respect to each Series Trust Estate the Collateral for such Series the Issuer Secured Parties, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Each Issuer Secured Party hereby authorizes the Trust Collateral Agent, as the case may be, is authorized Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Controlling Party may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, Agent shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Party delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, Collateral Agent of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, Agent is permitted to act only following and in accordance with such instructions. Performance . (b) Subject to the terms and conditions hereof, each of Duties. The the Issuer Secured Parties hereby appoint ▇▇▇▇▇ Fargo Bank Minnesota, as the Note Paying Agent with respect to the Trust Collateral AgentProperty, if anyand ▇▇▇▇▇ Fargo Bank Minnesota, shall have no hereby accepts such appointment and agrees to act as Note Paying Agent with respect to the Trust Property in trust for the benefit of the Noteholders and the Insurer for the Issuer Secured Parties, to maintain custody and possession of such Trust Property in trust for the benefit of the Noteholders and the Insurer (except as otherwise provided hereunder) and to perform the other duties or responsibilities except those expressly set forth of the Note Paying Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Note Paying Agent to take such action on its behalf, any Series Supplement and any Series Related Documents to which exercise such rights, remedies, powers and privileges hereunder, 50 Indenture as the Trust Collateral Agent, if any, is a party or Controlling Party may direct and as directed are specifically authorized to be exercised by the Noteholders Note Paying Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Note Paying Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Note Paying Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the related Series SupplementNote Paying Agent has not received reasonable indemnity. The Trust Collateral Agent, if any, Receipt of such instructions shall not be required a condition to take any discretionary actions hereunder the exercise by the Note Paying Agent of its express duties hereunder, except at where this Indenture provides that the written direction Note Paying Agent is permitted to act only following and in accordance with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreementsuch instructions.

Appointment and Powers. ▇▇▇▇▇ Fargo Bank, National Association confirms its prior appointment as Trustee, custodian and bailee with respect to the Collateral and its acceptance of the obligations of the Trustee, custodian and bailee under the Original Indenture (which obligations on and after the Restatement Effective Date are superseded by the obligations described in this Indenture and are hereby accepted by ▇▇▇▇▇ Fargo Bank, National Association). Subject to the terms and conditions hereof, to the extent provided in a Series Supplement▇▇▇▇▇ Fargo Bank, each of the Series Secured Parties under such Series Supplement appoints The Chase Manhattan Bank National Association is hereby further appointed as the Trustee or Trust Collateral AgentTrustee, as the case may be, custodian and bailee with respect to the Collateral specifically pledged to such Seriesfor the benefit of the Note Purchaser, and The Chase Manhattan Bank ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment appointment, and further agrees to continue to act as Trustee or Trust Collateral AgentTrustee, as the case may be, custodian and bailee with respect to each Series Trust Estate the Collateral for such Series Secured Partiesthe benefit of the Noteholders, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as for the case may be, benefit of the Noteholders and the Note Purchaser in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Each Noteholder, by its acceptance of a Note, hereby authorizes the Trustee or Trust Collateral Agent, as the case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties such Noteholder may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties Note Purchaser or the Majority Noteholders delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture Indenture, (ii) which are in violation of any applicable law, rule or the related Series Supplement regulation or (iiiii) for which the Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other Basic Documents, any Series Supplement and any Series Related Documents to which the Trust Collateral Agent, if any, is a party or as directed by the Noteholders in accordance with this Indenture or the related Series Supplement. The Trust Collateral Agent, if any, shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreement.

Appointment and Powers. (a) Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Issuer Secured Parties under such Series Supplement appoints The Chase Manhattan hereby appoint Wells Fargo Bank as the Trustee or Trust Collateral AgentMinnesota, National Association, as the case may beTrust Collat▇▇▇▇ Agent with respect to the Collateral, and Wells Fargo Bank Minnesota, National Association, hereby accepts such ▇▇▇▇intment and agrees to act as Trust Collateral Agent with respect to the Collateral specifically pledged to such Series, and The Chase Manhattan Bank accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as for the case may be, with respect to each Series Trust Estate for such Series Issuer Secured Parties, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Each Issuer Secured Party hereby authorizes the Trust Collateral Agent, as the case may be, is authorized Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Controlling Party may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, Agent shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Party delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, Collateral Agent of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, Agent is permitted to act only following and in accordance with such instructions. Performance . (b) Subject to the terms and conditions hereof, each of Duties. The the Issuer Secured Parties hereby appoint Wells Fargo Bank Minnesota, as the Note Paying Agent with respect to ▇▇▇ ▇rust Property, and Wells Fargo Bank Minnesota, hereby accepts such appointment and agree▇ ▇▇ act as Note Paying Agent with respect to the Trust Collateral AgentProperty in trust for the benefit of the Noteholders and the Insurer for the Issuer Secured Parties, if any, shall have no to maintain custody and possession of such Trust Property in trust for the benefit of the Noteholders and the Insurer (except as otherwise provided hereunder) and to perform the other duties or responsibilities except those expressly set forth of the Note Paying Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Note Paying Agent to take such action on its behalf, any Series Supplement and any Series Related Documents to which exercise such rights, remedies, powers and privileges hereunder, 50 as the Trust Collateral Agent, if any, is a party or Controlling Party may direct and as directed are specifically authorized to be exercised by the Noteholders Note Paying Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Note Paying Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Note Paying Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the related Series SupplementNote Paying Agent has not received reasonable indemnity. The Trust Collateral Agent, if any, Receipt of such instructions shall not be required a condition to take any discretionary actions hereunder the exercise by the Note Paying Agent of its express duties hereunder, except at where this Indenture provides that the written direction Note Paying Agent is permitted to act only following and in accordance with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreementsuch instructions.

Appointment and Powers. (a) Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Issuer Secured Parties under such Series Supplement appoints The Chase Manhattan hereby appoint ▇▇▇▇▇ Fargo Bank as the Trustee or Trust Collateral AgentMinnesota, National Association, as the case may be, Trust Collateral Agent with respect to the Collateral specifically pledged to such SeriesCollateral, and The Chase Manhattan ▇▇▇▇▇ Fargo Bank Minnesota, National Association, hereby accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, Agent with respect to each Series Trust Estate the Collateral for such Series the Issuer Secured Parties, to maintain custody and possession of each Series Trust Estate such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Each Issuer Secured Party hereby authorizes the Trust Collateral Agent, as the case may be, is authorized Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estatehereunder, as the Series Secured Parties Controlling Party may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, Agent shall act upon and in compliance with the written instructions of the Series Secured Parties Controlling Party delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, Collateral Agent of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, Agent is permitted to act only following and in accordance with such instructions. Performance . (b) Subject to the terms and conditions hereof, each of Duties. The the Issuer Secured Parties hereby appoint ▇▇▇▇▇ Fargo Bank Minnesota, as the Note Paying Agent with respect to the Trust Collateral AgentProperty, if anyand ▇▇▇▇▇ Fargo Bank Minnesota, shall have no hereby accepts such appointment and agrees to act as Note Paying Agent with respect to the Trust Property in trust for the benefit of the Noteholders and the Insurer for the Issuer Secured Parties, to maintain custody and possession of such Trust Property in trust for the benefit of the Noteholders and the Insurer (except as otherwise provided hereunder) and to perform the other duties or responsibilities except those expressly set forth of the Note Paying Agent in accordance with the provisions of this Indenture, Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Note Paying Agent to take such action on its behalf, any Series Supplement and any Series Related Documents to which exercise such rights, remedies, powers and privileges hereunder, as the Trust Collateral Agent, if any, is a party or Controlling Party may direct and as directed are specifically authorized to be exercised by the Noteholders Note Paying Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Note Paying Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Note Paying Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the related Series SupplementNote Paying Agent has not received reasonable indemnity. The Trust Collateral Agent, if any, Receipt of such instructions shall not be required a condition to take any discretionary actions hereunder the exercise by the Note Paying Agent of its express duties hereunder, except at where this Indenture provides that the written direction Note Paying Agent is permitted to act only following and in accordance with the indemnification of the Noteholders. The Trust Collateral Agent, if any, shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Master Sale and Servicing Agreementsuch instructions.