Common use of Appointment and Powers Clause in Contracts

Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints First Union National Bank as the Indenture Trustee with respect to the Collateral, and First Union National Bank hereby accepts such appointment and agrees to act as Indenture Trustee with respect to the Trust Property for the Issuer Secured Parties, to maintain custody and possession of such Trust Property (except as otherwise provided hereunder or under the Sale and Servicing Agreement) and to perform the other duties of the Indenture Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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 by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee shall act upon and in compliance with the written instructions of the 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 promptly following receipt of such written instructions; provided that the Indenture Trustee 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 Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions.

Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints First Union National Harris Trust and Savings Bank as the Indenture Trustee Collateral Agent with respect to respec▇ ▇▇ ▇he Series 1998-1 Collateral and the Collateralrelated Collateral subsequently specified in a Series Supplement, and First Union National Harris Trust and Savings Bank hereby accepts such appointment and agrees ▇▇▇ ▇▇rees to act as Indenture Trustee Collateral Agent with respect to the Trust Property Series 1998-1 Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Issuer Secured Parties, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) and to perform the other duties of the Indenture Trustee Collateral Agent in accordance with the provisions of this Indenture Agreement. Subject to the terms and conditions hereof, the Transferor, individually and in its capacity as agent on behalf of the Reversionary Holders, each of the Secured Parties and the other Basic DocumentsCollateral 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. Each Issuer Secured Party hereby authorizes the Indenture Trustee Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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) Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee Collateral Agent shall act upon and in compliance with the written instructions of the 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) Controlling Party delivered pursuant to this Indenture Agreement promptly following receipt of such written instructions; provided provided, however, that the Indenture Trustee Collateral 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 regulation or (iiiii) for which the Indenture Trustee Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee Collateral Agent of its express duties hereunder, except where this Indenture Agreement provides that the Indenture Trustee Collateral Agent is permitted to act only following and in accordance with such instructions.

Appointment and Powers. (a) Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints First Union appoint ▇▇▇▇▇ Fargo Bank Minnesota, National Bank Association, as the Indenture Trustee Trust Collateral Agent with respect to the Collateral, and First Union ▇▇▇▇▇ Fargo Bank Minnesota, National Bank Association, hereby accepts such appointment and agrees to act as Indenture Trustee Trust Collateral Agent with respect to the Trust Property Collateral for the Issuer Secured Parties, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) and to perform the other duties of the Indenture Trustee Trust Collateral Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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) Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee Trust Collateral Agent shall act upon and in compliance with the written instructions of the 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) Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Trust Collateral Agent shall not act in accordance with 50 any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture Trustee 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 the 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 (ii) for which the Indenture Trustee Note Paying Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee Note Paying Agent of its express duties hereunder, except where this Indenture provides that the Indenture Trustee Note Paying Agent is permitted to act only following and in accordance with such instructions.

Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties Noteholders and the Note Purchasers hereby appoints First Union appoint ▇▇▇▇▇ Fargo Bank, National Bank Association as the Indenture Trustee Trustee, custodian and bailee with respect to the Collateral, and First Union ▇▇▇▇▇ Fargo Bank, National Bank Association hereby accepts such appointment and agrees to act as Indenture Trustee with respect to the Trust Property Collateral for the Issuer Secured Partiesbenefit of the Noteholders and the Note Purchasers, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) 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 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 subject to the terms and provisions of the Bear Intercreditor Agreement, and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party Note Purchaser and each Noteholder, by its acceptance of a Note, hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Holders of Notes entitled to a majority (such Note Purchaser 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) Noteholder may direct and as are specifically authorized to be exercised by the Indenture Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee shall act upon and in compliance with the written instructions of the Holders of Notes entitled to a majority (or such greater percentage as may be required by Controlling Note Purchaser and the terms hereof) Majority Noteholders of the Voting Rights (with the consent of the Insurer if no Insurer Default shall have occurred and be continuing) Highest Priority Class delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or any Intercreditor Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions.

Appointment and Powers. (a) Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints First Union appoint ▇▇▇▇▇ Fargo Bank Minnesota, National Bank Association, as the Indenture Trustee Trust Collateral Agent with respect to the Collateral, and First Union ▇▇▇▇▇ Fargo Bank Minnesota, National Bank Association, hereby accepts such appointment and agrees to act as Indenture Trustee Trust Collateral Agent with respect to the Trust Property Collateral for the Issuer Secured Parties, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) and to perform the other duties of the Indenture Trustee Trust Collateral Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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) Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee Trust Collateral Agent shall act upon and in compliance with the written instructions of the 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) Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee Trust Collateral 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 Indenture Trustee Trust Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Indenture Trustee 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 the 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, 50 Indenture 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 (ii) for which the Note Paying Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Note Paying Agent of its express duties hereunder, except where this Indenture provides that the Note Paying Agent is permitted to act only following and in accordance with such instructions.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Issuer Series Secured Parties hereby under such Series Supplement appoints First Union National The Chase Manhattan Bank as the Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to the CollateralCollateral specifically pledged to such Series, and First Union National The Chase Manhattan Bank hereby accepts such appointment and agrees to act as Indenture Trustee or Trust Collateral Agent, as the case may be, with respect to the each Series Trust Property Estate for the Issuer such Series Secured Parties, to maintain custody and possession of such each Series Trust Property Estate (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) 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 and Indenture, the other Basic Documents any Series Supplement and any Series Related Documents. Each Issuer Secured Party hereby authorizes The Trustee or Trust Collateral Agent, as the Indenture Trustee case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunderwith respect to each such Series Trust Estate, as the 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) Series Secured Parties 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 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) Series Secured Parties 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. ▇▇▇▇▇ 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, each of the Issuer Secured Parties ▇▇▇▇▇ Fargo Bank, National Association is hereby appoints First Union National Bank further appointed as the Indenture Trustee Trustee, custodian and bailee with respect to the CollateralCollateral for the benefit of the Note Purchaser, and First Union ▇▇▇▇▇ Fargo Bank, National Bank Association hereby accepts such appointment appointment, and further agrees to continue to act as Indenture Trustee Trustee, custodian and bailee with respect to the Trust Property Collateral for the Issuer Secured Partiesbenefit of the Noteholders, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) and to perform the other duties of the Indenture Trustee for the benefit of the Noteholders and the Note Purchaser in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party Noteholder, by its acceptance of a Note, hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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) Noteholder may direct and as are specifically authorized to be exercised by the Indenture Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee shall act upon and in compliance with the written instructions of the Holders of Notes entitled to a majority (Note Purchaser 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) Majority Noteholders delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee 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 regulation or (iiiii) for which the Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions.

Appointment and Powers. (a) Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints First Union appoint Wells Fargo Bank Minnesota, National Bank Association, as the Indenture Trustee Trust Collat▇▇▇▇ Agent with respect to the Collateral, and First Union Wells Fargo Bank Minnesota, National Bank Association, hereby accepts such appointment ▇▇▇▇intment and agrees to act as Indenture Trustee Trust Collateral Agent with respect to the Trust Property Collateral for the Issuer Secured Parties, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) and to perform the other duties of the Indenture Trustee Trust Collateral Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the 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) Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee Trust Collateral Agent shall act upon and in compliance with the written instructions of the 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) Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee Trust Collateral 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 Indenture Trustee Trust Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Indenture Trustee 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 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 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, 50 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 (ii) for which the Note Paying Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Note Paying Agent of its express duties hereunder, except where this Indenture provides that the Note Paying Agent is permitted to act only following and in accordance with such instructions.

Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties Noteholders and the Note Purchasers hereby appoints First Union appoint ▇▇▇▇▇ Fargo Bank, National Bank Association as the Indenture Trustee with respect to the Collateral, and First Union ▇▇▇▇▇ Fargo Bank, National Bank Association hereby accepts such appointment and agrees to act as Indenture Trustee with respect to the Trust Property Collateral for the Issuer Secured Partiesbenefit of the Noteholders and the Note Purchasers, to maintain custody and possession of such Trust Property Collateral (except as otherwise provided hereunder or under the Sale and Servicing Agreementhereunder) 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 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 subject to the terms and provisions of the UBS Intercreditor Agreement, and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party Note Purchaser and each Noteholder, by its acceptance of a Note, hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Holders of Notes entitled to a majority (such Note Purchaser 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) Noteholder may direct and as are specifically authorized to be exercised by the Indenture Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee shall act upon and in compliance with the written instructions of the Holders of Notes entitled to a majority (or such greater percentage as may be required by Controlling Note Purchaser and the terms hereof) Majority Noteholders of the Voting Rights (with the consent of the Insurer if no Insurer Default shall have occurred and be continuing) Highest Priority Class delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or any Intercreditor Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions.