Common use of Trust Obligation Clause in Contracts

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In the event that a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against against: (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of of: (a) the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, (b) any holder owner of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacitycapacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event performance of any duties or obligations of the Issuing Entity hereunder, the Trustee shall be subject to, and entitled to the benefits of, Articles VI, VII and VIII of the Trust Agreement. (b) It is expressly understood and agreed by the parties hereto that a Noteholder (other than WOARa) this Agreement is deemed, under applicable law executed and delivered by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Wilmington Trust Company (“other assetsWTC”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim not individually or personally but solely as Trustee of the Noteholder against Trust, in the assets exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust Estate onlyin this Agreement and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, (ii) any such Noteholder’s claim against representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Coderelated documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, hereto and (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement and the Administration Agreement. In the event that a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that ). For all purposes of this Indenture, in the performance of any such partnerduties or obligations of the Issuer hereunder, owner or beneficiary the Owner Trustee shall be fully liablesubject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. (b) In furtherance of and not in derogation of the foregoing, to the extent provided the Depositor enters into other securitization transactions, each Noteholder, by applicable lawaccepting a Note, for acknowledges and agrees that it shall have no right, title or interest in or to any unpaid consideration for stockassets or interests therein of the Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, unpaid capital contribution or failure to pay any installment or call owing to such entityby virtue of the granting of a lien) (“Other Assets”). In To the event that extent that, notwithstanding the agreements and provisions contained herein, a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: either (i) such Noteholder’s Note represents a asserts an interest or claim of to, or benefit from, Other Assets, whether asserted against or through the Noteholder against Depositor or any other Person owned by the assets of the Trust and the Trust Estate onlyDepositor, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other assets Person owned by the Depositor, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that ). For all purposes of this Indenture, in the performance of any such partnerduties or obligations of the Issuer hereunder, owner or beneficiary the Owner Trustee shall be fully liablesubject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. (b) In furtherance of and not in derogation of the foregoing, to the extent provided the Depositor enters into other securitization transactions, each Noteholder, by applicable lawaccepting a Note, for any unpaid consideration for stockacknowledges and agrees that it shall have no right, unpaid capital contribution title or failure interest in or to pay any installment or call owing to such entityOther Assets. In To the event that extent that, notwithstanding the agreements and provisions contained herein, a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: either (i) such Noteholder’s Note represents a asserts an interest or claim of to, or benefit from, Other Assets, whether asserted against or through the Noteholder against Depositor or any other Person owned by the assets of the Trust and the Trust Estate onlyDepositor, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other assets Person owned by the Depositor, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. In the event that a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture Agreement and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee BankNo recourse, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the (except as expressly stated herein regarding performance of its own obligations) Owner Trustee in their its individual capacitiescapacity, (ii) any owner manner of a beneficial interest in the Issuing Entity Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) It is expressly understood and agreed by the parties to this Indenture and the Noteholders acknowledge and agree that: hereto that (i) such Noteholder’s Note represents a claim this Agreement is executed and delivered by U.S. Bank Trust, National Association, not individually or personally but solely as Owner Trustee of the Noteholder against Issuer, in the assets exercise of the Trust powers and authority conferred and vested in it under the Trust Estate onlyAgreement, (ii) any such Noteholder’s claim against any other assets shall beeach of the representations, undertakings and hereby isagreements herein made on the part of the Issuer is made and intended not as personal representations, subject undertakings and subordinate in all respects to agreements by U.S. Bank Trust, National Association but is made and intended for the rights of other Persons to whom rights in purpose for binding only the other assets have been expressly granted (“entitled Persons”)Issuer, including to the payment in full of all amounts owing to such entitled Persons, and (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the covenant set forth in parties hereto and by any Person claiming by, through or under the preceding clause parties hereto and (iiiv) constitutes a “subordination agreement” within under no circumstances shall U.S. Bank Trust, National Association be personally liable for the meaning of, and subject to, Section 510(a) payment of any indebtedness or expenses of the Bankruptcy CodeIssuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against against: (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of of: (a) the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, (b) any holder owner of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacitycapacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event performance of any duties or obligations of the Issuing Entity hereunder, the Trustee shall be subject to, and entitled to the benefits of, Articles VI, VII and VIII of the Trust Agreement. (b) It is expressly understood and agreed by the parties hereto that a Noteholder (other than WOARa) this Indenture is deemed, under applicable law executed and delivered by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Wilmington Trust Company (“other assetsWTC”), not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Indenture and (e) under no circumstances shall WTC be personally liable for the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim payment of the Noteholder against the assets any indebtedness or expenses of the Trust and or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Estate only, (ii) any such Noteholder’s claim against under this Indenture or any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Coderelated documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee BankNo recourse, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the (except as expressly stated herein regarding performance of its own obligations) Owner Trustee in their its individual capacitiescapacity, (ii) any owner manner of a beneficial interest in the Issuing Entity Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) It is expressly understood and agreed by the parties to this Indenture and the Noteholders acknowledge and agree that: hereto that (i) such Noteholder’s Note represents a claim this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Noteholder against Issuer, in the assets exercise of the Trust powers and authority conferred and vested in it under the Trust Estate onlyAgreement, (ii) any such Noteholder’s claim against any other assets shall beeach of the representations, undertakings and hereby isagreements herein made on the part of the Issuer is made and intended not as personal representations, subject undertakings and subordinate in all respects to agreements by U.S. Bank Trust National Association but is made and intended for the rights of other Persons to whom rights in purpose for binding only the other assets have been expressly granted (“entitled Persons”)Issuer, including to the payment in full of all amounts owing to such entitled Persons, and (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the covenant set forth in parties hereto and by any Person claiming by, through or under the preceding clause parties hereto and (iiiv) constitutes a “subordination agreement” within under no circumstances shall U.S. Bank Trust National Association be personally liable for the meaning of, and subject to, Section 510(a) payment of any indebtedness or expenses of the Bankruptcy CodeIssuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. Wachovia Trust Company, National Association acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Seller, Master Servicer, Transferor, Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, Master Servicer, Transferor, Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity or Issuer, (iii) any partner, owner, member, beneficiary, agent, officer, director, employee or agent of the Seller, Master Servicer, Transferor, Indenture Trustee or the Owner Trustee individually or in its individual capacitycapacity as such, (iv) or any holder of a beneficial interest in the Issuing EntityIssuer, the Seller, Master Servicer, Transferor, Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, Indenture Trustee or the Owner Trustee individually or in its individual capacitycapacity as such, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of Issuer hereunder, Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. (b) In furtherance of and not in derogation of the event foregoing, to the extent Seller enters into other securitization transactions, each Noteholder, by accepting a Note, acknowledges and agrees that a Noteholder it shall have no right, title or interest in or to any assets or interests therein of Seller (other than WOARthe Trust Property and Reserve Account relating to this transaction) is deemed, under applicable law conveyed or purported to be conveyed by any court Seller to another securitization trust or other authority Person or Persons in connection therewith (whether by way of competent jurisdictiona sale, to have an interest in any assets capital contribution or by virtue of WOAR or any Affiliate the granting of WOAR other than the beneficial interest in Trust a lien) (“other assetsOther Assets”). To the extent that, notwithstanding the parties to agreements and provisions contained in the preceding sentences of this Indenture and the Noteholders acknowledge and agree that: Section, a Noteholder either (i) such Noteholder’s Note represents a asserts an interest or claim of the Noteholder to, or benefit from, Other Assets, whether asserted against the assets of the Trust and the Trust Estate onlyor through Seller or any other Person owned by Seller, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through Seller or any other assets Person owned by Seller, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of Seller which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Seller or any other Person owned by Seller), including the covenant set forth in the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.16(b) and the terms of this Section 11.16(b) may be enforced by an action for specific performance. The provisions of this Section 11.16(b) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against against: (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of of: (x) the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, (y) any holder owner of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of (z) any successor or assign of the Indenture Trustee or the Owner Trustee in its their individual capacitycapacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacitycapacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event performance of any duties or obligations of the Issuing Entity hereunder, the Trustee shall be subject to, and entitled to the benefits of, Articles VI, VII and VIII of the Trust Agreement. (b) It is expressly understood and agreed by the parties hereto that a Noteholder (other than WOARi) this Indenture is deemed, under applicable law executed and delivered by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Wilmington Trust Company (“other assetsWTC”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim not individually or personally but solely as Trustee of the Noteholder against Trust, in the assets exercise of the Trust powers and the Trust Estate onlyauthority conferred and vested in it, (ii) any such Noteholder’s claim against any other assets shall beeach of the representations, undertakings and hereby isagreements herein made on the part of the Trust is made and intended not as personal representations, subject undertakings and subordinate in all respects to agreements by WTC but is made and intended for the rights purpose of other Persons to whom rights in binding only the other assets have been expressly granted (“entitled Persons”)Trust, including to the payment in full of all amounts owing to such entitled Persons, and (iii) the nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) either expressed or implied contained herein of the Bankruptcy CodeTrust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) WTC has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Indenture and (v) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Indenture or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that ). For all purposes of this Indenture, in the performance of any such partnerduties or obligations of the Issuer hereunder, owner or beneficiary the Owner Trustee shall be fully liablesubject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. 60 (2020-A Indenture) (b) In furtherance of and not in derogation of the foregoing, to the extent provided the Depositor enters into other securitization transactions, each Noteholder, by applicable lawaccepting a Note, for any unpaid consideration for stockacknowledges and agrees that it shall have no right, unpaid capital contribution title or failure interest in or to pay any installment or call owing to such entityOther Assets. In To the event that extent that, notwithstanding the agreements and provisions contained herein, a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: either (i) such Noteholder’s Note represents a asserts an interest or claim of to, or benefit from, Other Assets, whether asserted against or through the Noteholder against Depositor or any other Person owned by the assets of the Trust and the Trust Estate onlyDepositor, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other assets Person owned by the Depositor, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that ). For all purposes of this Indenture, in the performance of any such partnerduties or obligations of the Issuer hereunder, owner or beneficiary the Owner Trustee shall be fully liablesubject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. (b) In furtherance of and not in derogation of the foregoing, to the extent provided the Depositor enters into other securitization transactions, each Noteholder, by applicable lawaccepting a Note, for any unpaid consideration for stockacknowledges and agrees that it shall have no right, unpaid capital contribution title or failure interest in or to pay any installment or call owing to such entityOther Assets. In To the event that extent that, notwithstanding the agreements and provisions contained herein, a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: either (i) such Noteholder’s Note represents a asserts an interest or claim of to, or benefit from, Other Assets, whether asserted against or through the Noteholder against Depositor or any other Person owned by the assets of the Trust and the Trust Estate onlyDepositor, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other assets Person owned by the Depositor, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture. 63 (2021-C Indenture)

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee Trustee[, the Grantor Trust, the Grantor Trust Trustee] or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, therewith against (i) the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner holder of a beneficial interest in the Issuing Entity Issuer [or the Grantor Trust] or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in its individual capacity, of any holder of a beneficial interest in the Issuing EntityIssuer, [the Grantor Trust,] the Owner Trustee[, the Owner Trustee Grantor Trust Trustee] or the Indenture Trustee or of any successor or assign of the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee Trustee[, the Grantor Trust Trustee] and the Owner Trustee have no such obligations in their individual capacity) capacities), and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, Article VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets Article VIII of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeAgreement.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of [the Issuing EntitySwap Counterparty,] [the Holder of the Revolving Liquidity Note,] the Issuer, the Owner Trustee or the Indenture Trustee on the Notes [Interest Rate Swap Agreement,] the Notes[, the Revolving Liquidity Note Agreement] or the Certificate or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any Certificateholder or other owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder Certificateholder or other owner of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. [If insufficient funds are available to make any payments on the Notes as and when due, no claim for the amount of such shortfall may be made against the Seller. Each Noteholder, by accepting a Note or interest therein, agrees that a Noteholder (it has no rights in any assets of the Seller other than WOAR) is deemed, assets pledged under applicable law by this Indenture in order to satisfy any court or other authority of competent jurisdictionsuch claims. Notwithstanding the foregoing, to the extent that any Noteholder is deemed to have an any interest in any assets of WOAR or any Affiliate of WOAR the Seller other than the beneficial assets pledged under this Indenture, each Noteholder agrees that its interest in Trust (“is subordinate to claims or rights of holders of other assets”), debts issued by the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall beSeller, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) that this agreement constitutes a “subordination agreement” within the meaning of, and subject to, agreement for purposes of Section 510(a) of the Bankruptcy Code.]

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Transferor, the Servicer, the Owner Trustee Trustee, the Trust Collateral Agent or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Issuer, the Transferor, the Servicer, the Indenture Trustee Trustee, the Trust Collateral Agent or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Transferor, the Servicer, the Indenture Trustee Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Transferor, the Servicer, the Owner Trustee Trustee, the Trust Collateral Agent or the Indenture Trustee or of any successor or assign of the Transferor, the Servicer, the Indenture Trustee Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except in each case as any such Person may have expressly agreed (it being understood that the Indenture Trustee Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) It is expressly understood and agreed by the parties hereto that a Noteholder (other than WOARa) this Agreement is deemedexecuted and delivered by [NAME OF OWNER TRUSTEE], under applicable law not individually or personally but solely as Owner Trustee of the Issuer in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [NAME OF OWNER TRUSTEE] but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on [NAME OF OWNER TRUSTEE], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any court Person claiming by, through or under the parties hereto and (d) under no circumstances shall [NAME OF OWNER TRUSTEE] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related document. (c) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by [Name of indenture trustee], not in its individual capacity but solely as Indenture Trustee and in no event shall [Name of indenture trustee] have any liability for the representations, warranties, covenants, agreements or other authority obligations of competent jurisdiction, to have an interest the Issuer hereunder or in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeIssuer.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Articles VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. Wilmington Trust Company acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee BankNo recourse, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the (except as expressly stated herein regarding performance of its own obligations) Owner Trustee in their its individual capacitiescapacity, (ii) any owner manner of a beneficial interest in the Issuing Entity Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) It is expressly understood and agreed by the parties to this Indenture and the Noteholders acknowledge and agree that: hereto that (i) such Noteholder’s Note represents a claim this Indenture is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Noteholder against Issuer, in the assets exercise of the Trust powers and authority conferred and vested in it under the Trust Estate onlyAgreement, (ii) any such Noteholder’s claim against any other assets shall beeach of the representations, undertakings and hereby isagreements herein made on the part of the Issuer is made and intended not as personal representations, subject undertakings and subordinate in all respects to agreements by U.S. Bank Trust National Association but is made and intended for the rights of other Persons to whom rights in purpose for binding only the other assets have been expressly granted (“entitled Persons”)Issuer, including to the payment in full of all amounts owing to such entitled Persons, and (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the covenant set forth in parties hereto and by any Person claiming by, through or under the preceding clause parties hereto and (iiiv) constitutes a “subordination agreement” within under no circumstances shall U.S. Bank Trust National Association be personally liable for the meaning of, and subject to, Section 510(a) payment of any indebtedness or expenses of the Bankruptcy CodeIssuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets obligations of the Trust and hereunder, the Trust Estate only, (ii) any such Noteholder’s claim against any other assets Owner Trustee shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and be subject to, Section 510(a) and entitled to the benefits of, the terms and provisions of the Bankruptcy CodeTrust Agreement. (b) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Owner Indenture Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee, or the Owner Indenture Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee Trustee, or the Indenture Trustee or of any successor or assign of the Indenture Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Owner Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. (b) It is expressly understood and agreed to by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Estate onlyCompany, not individually or personally but solely as Owner Trustee of the ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Auto Receivables Owner Trust 1999-1, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such Noteholder’s claim against liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Coderelated documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Owner Indenture Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee, or the Owner Indenture Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee Trustee, or the Indenture Trustee or of any successor or assign of the Indenture Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the Owner Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. (b) It is expressly understood and agreed to by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Estate onlyCompany, not individually or personally but solely as Owner Trustee of the [_______] Owner Trust 200[__]-[__], in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [__________] but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on [__________], individually or personally, to perform any covenant either expressed or implied contained herein, all such Noteholder’s claim against liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall [__________] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Coderelated documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Articles VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. M&T Trust Company of Delaware acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Articles VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. Wachovia Bank of Delaware, National Association acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the -72- 80 Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial beneficiary interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article Six, Seven and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets Eight of the Trust Agreement. The Bank of New York (Delaware) acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Contract, or the perfection and priority of any security interest created by any Contract in any Equipment or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Equipment; the existence and enforceability of any insurance thereon; the existence and contents of any Contract on any computer or other Persons record thereof; the validity of the assignment of any Contract to whom rights the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Trust Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. [Further, it is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Grantor Trust Trustee, not individually or personally but solely as Grantor Trust Trustee, in the exercise of the powers and authority conferred and vested in it under the Grantor Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Grantor Trust is made and intended not as personal representations, undertakings and agreements by the Grantor Trust Trustee, but is made and intended for the purpose of binding only the Grantor Trust, (c) nothing herein contained shall be construed as creating any liability on the Grantor Trust Trustee, individually or personally, to perform any covenant of the Grantor Trust, either expressed or implied, contained herein, all such liability of the Grantor Trust Trustee in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Grantor Trust Trustee has made no investigation into the accuracy or completeness of any representations or warranties made by the Grantor Trust in this Indenture, and (e) under no circumstances shall the Grantor Trust Trustee be personally liable for the payment of any indebtedness or expenses of the Grantor Trust under this Indenture or any other related documents.] No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity [or the Grantor Trust] or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee Trustee[, the Grantor Trust Trustee] or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee Trustee[, the Grantor Trust Trustee] and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In the event that a Noteholder (other than WOAR) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”), the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Seller, the Servicer, the Holder of the GP Interest, the Owner Trustee, the Trustee or the Indenture Trustee Collateral Agent on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Holder of the GP Interest, the Trustee, the Indenture Trustee Collateral Agent, the Holder of the GP Interest or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Holder of the GP Interest, the Trustee, the Indenture Trustee Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Seller, the Servicer, the Holder of the GP Interest, the Owner Trustee Trustee, the Indenture Collateral Agent or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Holder of the GP Interest, the Trustee, the Indenture Trustee Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Indenture Trustee Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeAgreement.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Transferor, the Servicer, the Owner Trustee Trustee, the Trust Collateral Agent, or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Transferor, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Transferor, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Transferor, the Servicer, the Owner Trustee or the Indenture Trustee or the Trust Collateral Agent or of any successor or assign of the Transferor, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee or the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, with respect to the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim provisions of the Noteholder against Trust Agreement. It is expressly understood and agreed by the assets parties hereto that (a) this Agreement is executed and delivered by _______________ not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by _______________ but is made and intended for the purpose of binding only the Trust it being acknowledged that _______________ has performed no investigation of the matters represented and warranted hereunder and is a passive trustee who will undertake no active management of the Trust and (c) under no circumstances shall _______________ be personally liable for the payment of any indebtedness or expenses of the Trust Estate onlyor be liable for the breach or failure of any obligation, (ii) any such Noteholder’s claim against any other assets shall berepresentation, and hereby is, subject and subordinate in all respects to warranty or covenant made or undertaken by the rights of other Persons to whom rights in Trust under this Agreement or the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeBasic Documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. Wachovia Bank of Delaware, National Association acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Issuer Owner Trustee Trustee, as such or in their its individual capacitiescapacity, (ii) any Issuer Certificateholder, (iii) any other owner of a beneficial interest in the Issuing Entity Issuer or (iiiiv) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer Trust Certificateholder, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Issuer Owner Trustee Trustee, as such or in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In It is expressly understood and agreed by the event parties hereto that a Noteholder (other than WOARa) this Indenture is deemedexecuted and delivered by Wilmington Trust Company, not individually or personally but solely as Issuer Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under applicable law the Issuer Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any court liability on Wilmington Trust Company, individually or other authority of competent jurisdictionpersonally, to have an interest in perform any assets of WOAR covenant either express or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture hereto and any Person claiming by, through or under the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Personsparties hereto, and (iiid) under no circumstances shall Wilmington Trust Company be personally liable for the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) payment of any indebtedness or expenses of the Bankruptcy CodeIssuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article Six, Seven and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets Eight of the Trust Agreement. The Bank of New York (Delaware) acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Contract, or the perfection and priority of any security interest created by any Contract in any Equipment or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Equipment; the existence and enforceability of any insurance thereon; the existence and contents of any Contract on any computer or other Persons record thereof; the validity of the assignment of any Contract to whom rights the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article Six, Seven and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets Eight of the Trust Agreement. The Bank of New York (Delaware) acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim -81- 82 against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Contract, or the perfection and priority of any security interest created by any Contract in any Equipment or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Equipment; the existence and enforceability of any insurance thereon; the existence and contents of any Contract on any computer or other Persons record thereof; the validity of the assignment of any Contract to whom rights the Trust or of any intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or Certificates or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) the Seller or any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event prformance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. If insufficient funds are available to make any payments on the Notes as and when due, no claim for the amount of such shortfall may be made against the Seller. Each Noteholder, by accepting a Note or interest therein, agrees that a Noteholder (it has no rights in any assets of the Seller other than WOAR) is deemed, assets pledged under applicable law by this Indenture in order to satisfy any court or other authority of competent jurisdictionsuch claims. Notwithstanding the foregoing, to the extent that any Noteholder is deemed to have an any interest in any assets of WOAR or any Affiliate of WOAR the Seller other than the beneficial assets pledged under this Indenture, each Noteholder agrees that its interest in Trust (“is subordinate to claims or rights of holders of other assets”), debts issued by the parties to this Indenture and the Noteholders acknowledge and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets of the Trust and the Trust Estate only, (ii) any such Noteholder’s claim against any other assets shall beSeller, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) that this agreement constitutes a “subordination agreement” within the meaning of, and subject to, agreement for purposes of Section 510(a) of the Bankruptcy Code.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, (ii) Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (iiiii) any owner of a beneficial interest in the Issuing Entity or Issuer, (iiiiv) any partner, owner, member, beneficiary, agent, officer, director, employee or agent of the Seller, Indenture Trustee or the Owner Trustee in its individual capacitycapacity as such, (v) or any holder of a beneficial interest in the Issuing EntityIssuer, the Seller, Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, Indenture Trustee or the Owner Trustee in its individual capacitycapacity as such, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of Issuer hereunder, Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement. (b) In furtherance of and not in derogation of the event foregoing, to the extent Seller enters into other securitization transactions, each Noteholder, by accepting a 2000-1 Indenture Note, acknowledges and agrees that a Noteholder it shall have no right, title or interest in or to any assets or interests therein of Seller (other than WOARthe Trust Property and Reserve Account relating to this transaction) is deemed, under applicable law conveyed or purported to be conveyed by any court Seller to another securitization trust or other authority Person or Persons in connection therewith (whether by way of competent jurisdictiona sale, to have an interest capital contribution or by virtue of the granting of a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and provisions contained in any assets the preceding sentences of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)this Section, the parties to this Indenture and the Noteholders acknowledge and agree that: a Noteholder either (i) such Noteholder’s Note represents a asserts an interest or claim of the Noteholder to, or benefit from, Other Assets, whether asserted against the assets of the Trust and the Trust Estate onlyor through Seller or any other Person owned by Seller, or (ii) is deemed to have any such Noteholder’s interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through Seller or any other assets Person owned by Seller, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the indefeasible payment in full of all amounts owing obligations and liabilities of Seller which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and (iii) whether asserted against Seller or any other Person owned by Seller), including the covenant set forth in the preceding clause (ii) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.16(b) and the terms of this Section 11.16(b) may be enforced by an action for specific performance. The provisions of this Section 11.16(b) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee BankNo recourse, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the (except as expressly stated herein regarding performance of its own obligations) Owner Trustee in their its individual capacitiescapacity, (ii) any owner manner of a beneficial interest in the Issuing Entity Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) It is expressly understood and agreed by the parties to this Indenture and the Noteholders acknowledge and agree that: hereto that (i) such Noteholder’s Note represents a claim this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Noteholder against Issuer, in the assets exercise of the Trust powers and authority conferred and vested in it under the Trust Estate onlyAgreement, (ii) any such Noteholder’s claim against any other assets shall beeach of the representations, undertakings and hereby isagreements herein made on the part of the Issuer is made and intended not as personal representations, subject undertakings and subordinate in all respects to agreements by Wilmington Trust Company but is made and intended for the rights of other Persons to whom rights in purpose for binding only the other assets have been expressly granted (“entitled Persons”)Issuer, including to the payment in full of all amounts owing to such entitled Persons, and (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the covenant set forth in parties hereto and by any Person claiming by, through or under the preceding clause parties hereto and (iiiv) constitutes a “subordination agreement” within under no circumstances shall Wilmington Trust Company be personally liable for the meaning of, and subject to, Section 510(a) payment of any indebtedness or expenses of the Bankruptcy CodeIssuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee shall be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Article VI, VII and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VIII of the Trust Agreement. First Union Trust Company, National Association acts solely as Owner Trustee of the Trust hereunder and not in its individual capacity, and all Persons having any claim against the Trust by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Trust Estate onlyfor payment or satisfaction thereof. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, (ii) validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan in any Indenture Collateral or the maintenance of any such Noteholder’s claim against any other assets shall beperfection and priority, and hereby is, subject and subordinate in all respects or for or with respect to the rights sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Noteholders hereunder, including, without limitation, the existence, condition and ownership of any Indenture Collateral; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other Persons record thereof; the validity of the assignment of any Loan to whom rights the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) name of the Bankruptcy CodeOwner Trustee or the Trust.

Trust Obligation. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Indenture, and (e) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Indenture or any other related documents. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuing Entity Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. In For all purposes of this Indenture, in the event that a Noteholder (other than WOAR) is deemed, under applicable law by performance of any court duties or other authority obligations of competent jurisdiction, to have an interest in any assets of WOAR or any Affiliate of WOAR other than the beneficial interest in Trust (“other assets”)Issuer hereunder, the parties Owner Trustee will be subject to, and entitled to this Indenture the benefits of, the terms and the Noteholders acknowledge provisions of Articles V, VI and agree that: (i) such Noteholder’s Note represents a claim of the Noteholder against the assets VII of the Trust Agreement. Notwithstanding anything to the contrary herein, none of the Transferor, the Administrator, the Owner Trustee, the Indenture Trustee, the Servicer, NMAC, NML, or NNA, nor any holder of an ownership interest in the Issuer, nor any of their owners, beneficiaries, agents, officers, directors, managers, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the Notes or for the agreements of the Issuer contained in this Indenture. The Notes will represent obligations solely of the Issuer, and the Trust Estate onlyNotes will not be insured or guaranteed by the Transferor, (ii) any such Noteholder’s claim against the Administrator, the Owner Trustee, the Indenture Trustee, the Servicer, NMAC, NNA, NML or any other assets shall bePerson, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights except as provided in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Coderelated Indenture Supplement.