Common use of Not Responsible for Recitals or Issuance of Notes Clause in Contracts

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer upon Issuer Order. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral or validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment. (c) The Trustee shall not have any obligation or liability under any Collateral by reason of or arising out of this Indenture or the granting of a security interest in such Collateral hereunder or the receipt by the Trustee of any payment relating to any Collateral pursuant thereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Collateral.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctnesscorrectness or validity. The Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein or in the other Transaction Documents, and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Transferor or any Obligor with any covenant or the breach by the Issuer, the Servicer, the Transferor or any Obligor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the Transferor or any Obligor or any action of the Issuer, the Transferor or the Servicer taken in the name of the Trustee or the validity of the Servicing Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Lease Receivable, Lease Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Lease Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Lease Contract except as required by Section 4.03), the performance or enforcement of any Lease Receivable or Lease Contract, the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of Norwest Bank Minnesota, National Association issued in its capacity other than as Indenture Trustee), the acts or omissions of the Issuer, or any Obligor or any action of the Issuer taken in the name of the Indenture Trustee. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Lease Receivable or Lease Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Lease Receivable or Lease Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Lease Receivable or Lease Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralLease Receivable or Lease Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLease Receivable or Lease Contract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctnesscorrectness or validity. The Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein or in the other Transaction Documents, and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Originator or any Obligor with any covenant or the breach by the Issuer, the Servicer, the Originator or any Obligor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the Originator or any Obligor or any action of the Issuer, the Originator or the Servicer taken in the name of the Trustee or the validity of the Servicing Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral of the Related Security or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, TW Holdings III or the Servicer with any covenant or the breach by the Issuer, Trendwest, TW Holdings III or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, the Prefunding Account, the Capitalized Interest Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, TW Holdings III, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Receivables Purchase Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral the Trust Estate pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Seller under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this the Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Policy, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Policy (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Policy except as required by Section 4.04), the performance or enforcement of any Policy, the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, the Liquidity Account or the Premium Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of Bankers Trust Company issued in its capacity other than as Indenture Trustee), the acts or omissions of the Issuer, any Obligor, or any Insured, or any action of the Issuer taken in the name of the Indenture Trustee. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Policy by reason of or arising out of this the Indenture or the granting of a security interest in such Collateral Policy hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Policy pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralPolicy, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralPolicy.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the IssuerCompany, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer Company thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer Company of the Notes or the proceeds thereof or of any money paid to the Issuer Company or upon Issuer OrderCompany Order or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Mortgaged Property or Mortgage Loan, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Mortgage Loan (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Mortgage Loan or any Mortgage Loan Document) the performance or enforcement of any Mortgage Loan or Mortgage Loan Document, the compliance by the Company, a Seller or the Servicer with any covenant or the breach by the Company, a Seller or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or Reserve Account or any loss resulting therefrom, the acts or omissions of the Company, a Seller, the Servicer or any Mortgagor, any action of the Servicer or a Seller taken in the name of the Trustee, or the validity of the Servicing Agreement or a Sale Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Mortgage Loan by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Mortgage Loan hereunder or the receipt by the Trustee of any payment relating to any Collateral Mortgage Loan pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Company under or pursuant to any CollateralMortgage Loan, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralMortgage Loan.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the IssuerIssuers, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral or any part thereof, or as to the title of the Issuer Issuers thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the any Issuer of the Notes or the proceeds thereof or of any money paid to the any Issuer upon Issuer Orderunder any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Railcar or Lease, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Indenture Trustee or of any intervening assignment, the review of any Lease (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Lease) the performance or enforcement of any Lease, the compliance by the Issuers, the Sellers, the Manager or the Servicer with any covenant or the breach by the Issuers, the Sellers, the Manager or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Accounts, the Cash Collateral Accounts, the Operating Expense Reserve Account (including the NARCAT OER Subaccount and the CARCAT OER Subaccount) or the Prefunding or any loss resulting therefrom, the acts or omissions of the Issuers, the Class A Note Insurer, the Sellers, the Manager, the Servicer, or any Lessee, any action of the Servicer, the Manager or the Sellers taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement, the Management Agreement or the Sale Agreements. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Lease by reason of or arising out of this Indenture or the granting Granting of a security interest in such Collateral Lease hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Lease pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Issuers under or pursuant to any CollateralLease, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLease.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral of the Related Security or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, TW Holdings II, TW Holdings III or the Servicer with any covenant or the breach by the Issuer, Trendwest, TW Holdings II, TW Holdings III or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, TW Holdings II, TW Holdings III, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Receivables Purchase Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral the Trust Estate pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Seller under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Lease Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Lease Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Lease Contract), the performance or enforcement of any Lease Contract, the compliance by the Issuer, the Contributor or the Servicer with any covenant or the breach by the Issuer, the Contributor or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Contributor, the Servicer or any Customer, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Contribution Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Lease Contract or with respect to any other Lease Assets by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Lease Contract or any other Lease Assets hereunder or the receipt by the Trustee of any payment relating to any Collateral Lease Contract or any other Lease Assets pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Contributor under or pursuant to any CollateralLease Contract or any other Lease Assets, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLease Contract, or with respect to any other Lease Assets.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein in this Indenture and in the Notes, except the certificates of authentication on the Notes, Notes shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or any of the Notes, except as affected by the representations and warranties made hereunder by the Trustee. The Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein in Section 7.14 hereof and in the other Transaction Documents and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, the Distribution Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Servicer or any Customer, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Acquisition Agreement. (c) The Except as otherwise expressly provided herein, the Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting assignment of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctnesscorrectness or validity. The Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein or in the other Transaction Documents, and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Partnership or any Obligor with any covenant or the breach by the Issuer, the Servicer, the Partnership or any Obligor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the Partnership or any Obligor or any action of the Issuer, the Partnership or the Servicer taken in the name of the Trustee or the validity of the Servicing Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctnesscorrectness or validity. The Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein or in the other Transaction Documents, and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Seller or any Obligor with any covenant or the breach by the Issuer, the Servicer, the Seller or any Obligor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the Seller or any Obligor or any action of the Issuer, the Seller or the Servicer taken in the name of the Trustee or the validity of the Servicing Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein in this Indenture and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this Indenture or any of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have bear no responsibility or liability for or with respect to the existence or validity of any Collateral Vehicle or Loan Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Loan Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Loan Contract), the performance or enforcement of any Loan Contract, the validity and sufficiency of the Class A Note Insurance Policy, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Trust Accounts or any loss resulting therefrom (other than as obligor under any Eligible Investment) provided that such monies have been invested in accordance with Section 12.02(c) hereof in Eligible Investments, the acts or omissions of the Issuer, the Servicer, MBIA or any Obligor, any action of the Servicer taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement or the Loan Sale Agreement. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Loan Contract by reason of of, or arising out of of, this Indenture or the granting of a security interest in such Collateral Loan Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Loan Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralLoan Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLoan Contract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates Trustee’s certificate of authentication on the Notesauthentication, shall be taken as the statements of the IssuerCompany, and neither the Trustee nor any Authenticating Agent assumes no any responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to shall not be responsible for the validity or sufficiency of this Indenture or of the NotesNotes or of the Guarantee except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. The Neither the Trustee nor any Authenticating Agent shall not be accountable for the use or application by the Issuer Company of the Notes or the proceeds thereof thereof, or of any money or property paid to or upon the Issuer upon Issuer Order. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Company’s direction pursuant to this Indenture. The Trustee shall have no responsibility or liability for with respect to any information, statement or recital in any offering memorandum, prospectus, prospectus supplement or other disclosure material prepared or distributed with respect to the existence or validity of any Collateral or validity issuance of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment. (c) Notes. The Trustee shall not have be bound to ascertain or inquire as to the performance or observance of any obligation covenants, conditions, or liability under any Collateral by reason agreements on the part of or arising out of this Indenture the Company or the granting of a security interest in such Collateral hereunder or the receipt by Guarantor but the Trustee may require full information and advice as to the performance of any payment relating to any Collateral pursuant thereto, nor the aforementioned covenants. Under no circumstances shall the Trustee be required or obligated liable in any manner to perform or fulfill any of its individual capacity for the obligations evidenced by the Notes or the Guarantee. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. The Trustee shall have no obligation to independently determine or verify if any Change of the Issuer under Control or pursuant any other event has occurred or if an Offer to any CollateralPurchase is required to be made, or to make any payment, or to make any inquiry as to notify the nature or the sufficiency Holders of any payment received by it, or the sufficiency of any performance by any party, under any Collateralsuch event.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral any Series Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral of the Credits or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral any Series Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, TFI or the Servicer with any covenant or the breach by the Issuer, Trendwest, TFI or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in any Collection Account or any Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, TFI, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement, the Sale Agreement or the Receivables Purchase Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Seller under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, thereof or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this the Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Lease Contract, the perfection of any security -77- 77 interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Lease Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Lease Contract), the performance or enforcement of any Lease Contract, the validity and sufficiency of the Policy, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Servicer, the Bond Insurer or any Customer, any action of the Servicer taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement, the Receivables Purchase Agreement or the Contribution Agreement. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Lease Contract by reason of or arising out of this the Indenture or the granting of a security interest in such Collateral Lease Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Lease Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralLease Contract, or to make any payment, or to make any inquiry as to the nature name or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLease Contract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral of the Vacation Credits or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, TRI I, TRI II, TW Holdings, TW Holdings II or the Servicer with any covenant or the breach by the Issuer, Trendwest, TRI I, TRI II, TW Holdings, TW Holdings II or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, the Prefunding Account, the Upgrade Purchase Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, TRI I, TRI II, TW Holdings, TW Holdings II, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Receivables Purchase Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Seller under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral of the Credits or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, SPC, TFI or the Servicer with any covenant or the breach by the Issuer, Trendwest, SPC, TFI or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, SPC, TFI, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement, the Sale Agreement or the Receivables Purchase Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer Seller under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein in this Indenture and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this Indenture or any of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Servicer or any Customer, any action of the Servicer taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement, the Contract Acquisition Agreement or any Underlying Note Purchase Agreement. (c) The Except as otherwise expressly provided herein, the Indenture Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctnesscorrectness or validity. The Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the The Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and will have no future obligation or duty to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Transferor or any Obligor with any covenant or the breach by the Issuer, the Servicer, the Transferor or any Obligor of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of Wxxxx Fargo issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the Transferor or any Obligor or any action of the Issuer, the Transferor or the Servicer taken in the name of the Trustee or the validity of the Servicing Agreement. (c) The Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract. (d) Delivery of any reports, information and documents to the Trustee provided for herein is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Servicer’s or Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (e) The parties expressly acknowledge and consent to Wxxxx Fargo Bank, National Association acting in the possible dual capacity of Back‑up Servicer and Custodian and in the capacity as Trustee. Wxxxx Fargo Bank, National Association may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Wxxxx Fargo Bank, National Association of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of gross negligence (other than errors in judgment) and willful misconduct by Wxxxx Fargo Bank, National Association.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as with respect to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder Trust Estate or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer Order. (b) Except as otherwise expressly provided herein and without limiting Order pursuant to the generality of the foregoing, the provisions hereof. The Trustee shall at no time have no any responsibility or liability for or with respect to the existence or legality, validity and enforceability of any Pledged Mortgage, any Mortgage, any item of Additional Collateral and Insurance Policy, or any other item of collateral under this Indenture or the perfection and priority of any item of the Trust Estate or the maintenance of any such perfection and priority or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payment to be distributed to Noteholders under this Indenture, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon; the validity of the assignment of any portion of the Collateral Pledged Mortgage to the Trustee or of any intervening assignment. (c) ; the completeness of any Pledged Mortgage; the performance or enforcement of any Pledged Mortgage, the compliance by the Issuer or the Master Servicer with any warranty or representation made under this Indenture, the Administrator Agreement, the Master Servicing Agreement or any other agreement or in any related document or the accuracy of any such warranty or representation; any investment of monies by or at the direction of the Issuer or the Master Servicer or any loss resulting therefrom; the acts or omissions of any of the Issuer, the Master Servicer, or any Mortgagor; any action of the Master Servicer taken in the name of the Trustee; the failure of the Master Servicer to act or perform any duties required of it as agent of the Trustee hereunder; or any action by the Trustee taken in good faith at the instruction of the Issuer, the Master Servicer [or the Insurer]. The Trustee shall not have no responsibility for filing any obligation financing or liability under continuation statement in any Collateral by reason public office at any time or otherwise to perfect or maintain the perfection of or arising out of this Indenture or the granting of a any security interest in such Collateral hereunder or the receipt by the Trustee of any payment relating lien granted to any Collateral pursuant thereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Collateralit hereunder.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein in the Indenture and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this the Indenture or any of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer Order.Order under any provisions hereof (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Lease Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Lease Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Lease Contract), the performance or enforcement of any Lease Contract, the validity and sufficiency of the Note Insurance Policies, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Servicer, MBIA or any Customer, any action of the Servicer taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement or the Lease Acquisition Agreement. (c) The Indenture Trustee shall not have any obligation or liability under any Collateral Lease Contract by reason of or arising out of this the Indenture or the granting of a security interest in such Collateral Lease Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Lease Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralLease Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralLease Contract.

Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein in this Indenture and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity, adequacy validity or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Indenture Trustee hereunder or as to the validity or sufficiency of this Indenture or any of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer OrderOrder under any provisions hereof. (b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral Equipment or Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral Trust Estate to the Indenture Trustee or of any intervening assignment, the review of any Contract (it being understood that the Indenture Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the validity and sufficiency of the Note Insurance Policies, the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or any loss resulting therefrom, the acts or omissions of the Issuer, the Servicer, the Note Insurer or any Customer, any action of the Servicer taken in the name of the Indenture Trustee, or the validity of the Servicing Agreement or the Contract Acquisition Agreement. (c) The Except as otherwise expressly provided herein, the Indenture Trustee shall not have any obligation or liability under any Collateral Contract by reason of or arising out of this Indenture or the granting of a security interest in such Collateral Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Collateral Contract pursuant theretohereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any CollateralContract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any CollateralContract.