**Exhibit 10.124(u)**

** **

**DECHERT DRAFT**

**January 19, 2006**

 

 

 

 

FIRST INVESTORS AUTO FUNDING CORPORATION,as Depositor,

 

and

 

WELLS FARGO DELAWARE TRUST COMPANY,as Owner Trustee

 

 

----

 

AMENDED AND RESTATED TRUST AGREEMENTDated as of January 26, 2006

 

----

 

 

 

i

----

 

**TABLE OF CONTENTS**

 
| ** **   | ** **                                   | ** **                                          | **Page** |
|--------------|----------------------------------------------|-----------------------------------------------------|----------|
|         |                                         |                                                |     |
| Article I    | Definitions                                  | 1                                                   |
|         |                                         |                                                |     |
| Section 1.1  |                                         | Definitions                                         | 1        |
|         |                                         |                                                |     |
| Section 1.2  |                                         | Other Definitional Provisions                       | 3        |
|         |                                         |                                                |     |
| Article II   | Organization of the Trust                    | 4                                                   |
|         |                                         |                                                |     |
| Section 2.1  |                                         | Name                                                | 4        |
|         |                                         |                                                |     |
| Section 2.2  |                                         | Office                                              | 4        |
|         |                                         |                                                |     |
| Section 2.3  |                                         | Purposes and Powers                                 | 4        |
|         |                                         |                                                |     |
| Section 2.4  |                                         | Appointment of Owner Trustee                        | 5        |
|         |                                         |                                                |     |
| Section 2.5  |                                         | Organizational Matters                              | 6        |
|         |                                         |                                                |     |
| Section 2.6  |                                         | Declaration of Trust                                | 6        |
|         |                                         |                                                |     |
| Section 2.7  |                                         | Title of Trust Property                             | 6        |
|         |                                         |                                                |     |
| Section 2.8  |                                         | Situs of Trust                                      | 6        |
|         |                                         |                                                |     |
| Section 2.9  |                                         | Representations and Warranties of the Depositor     | 6        |
|         |                                         |                                                |     |
| Section 2.10 |                                         | Federal Income Tax Matters                          | 8        |
|         |                                         |                                                |     |
| Article III  | Trust Certificates and Transfer of Interests | 9                                                   |
|         |                                         |                                                |     |
| Section 3.1  |                                         | Ownership                                           | 9        |
|         |                                         |                                                |     |
| Section 3.2  |                                         | The Certificate                                     | 9        |
|         |                                         |                                                |     |
| Section 3.3  |                                         | Authentication of the Certificate                   | 9        |
|         |                                         |                                                |     |
| Section 3.4  |                                         | Registration of the Certificate                     | 10       |
|         |                                         |                                                |     |
| Section 3.5  |                                         | Mutilated, Destroyed, Lost or Stolen Certificate    | 10       |
|         |                                         |                                                |     |
| Section 3.6  |                                         | Appointment of Paying Agent                         | 11       |
|         |                                         |                                                |     |
| Section 3.7  |                                         | Regarding Indenture Trustee                         | 11       |
|         |                                         |                                                |     |
| Article IV   | Actions by Owner Trustee                     | 11                                                  |
|         |                                         |                                                |     |
| Section 4.1  |                                         | Prior Notice with Respect to Certain Matters        | 11       |
|         |                                         |                                                |     |
| Section 4.2  |                                         | Action by Depositor with Respect to Certain Matters | 13       |
|         |                                         |                                                |     |
| Section 4.3  |                                         | Action by Owner Trustee with Respect to Bankruptcy  | 13       |
|         |                                         |                                                |     |
| Section 4.4  |                                         | Restrictions on Insurer’s Power                | 14       |
|         |                                         |                                                |     |
| Article V    | Application of Trust Funds; Certain Duties   | 14                                                  |
|         |                                         |                                                |     |
| Section 5.1  |                                         | Establishment of Depositor Account                  | 14       |
|         |                                         |                                                |     |
| Section 5.2  |                                         | Application of Trust Funds                          | 14       |
|              |                                              |                                                     |          |  |

 

i

----

 
| ** **   | ** **                                              | ** **                                                          | **Page** |
|--------------|---------------------------------------------------------|---------------------------------------------------------------------|----------|
|         |                                                    |                                                                |     |
| Section 5.3  |                                                    | Method of Payment                                                   | 15       |
|         |                                                    |                                                                |     |
| Section 5.4  |                                                    | No Segregation of Monies; No Interest                               | 15       |
|         |                                                    |                                                                |     |
| Article VI   | Authority and Duties of Owner Trustee                   | 15                                                                  |
|         |                                                    |                                                                |     |
| Section 6.1  |                                                    | General Authority                                                   | 15       |
|         |                                                    |                                                                |     |
| Section 6.2  |                                                    | General Duties                                                      | 16       |
|         |                                                    |                                                                |     |
| Section 6.3  |                                                    | Action Upon Instruction                                             | 16       |
|         |                                                    |                                                                |     |
| Section 6.4  |                                                    | No Duties Except as Specified in this Agreement or  in Instructions | 17       |
|         |                                                    |                                                                |     |
| Section 6.5  |                                                    | No Action Except Under Specified Documents or  Instructions         | 18       |
|         |                                                    |                                                                |     |
| Section 6.6  |                                                    | Restrictions                                                        | 18       |
|         |                                                    |                                                                |     |
| Article VII  | Regarding The Owner Trustee                             | 18                                                                  |
|         |                                                    |                                                                |     |
| Section 7.1  |                                                    | Acceptance of Trusts and Duties                                     | 18       |
|         |                                                    |                                                                |     |
| Section 7.2  |                                                    | Furnishing of Documents                                             | 20       |
|         |                                                    |                                                                |     |
| Section 7.3  |                                                    | Representations and Warranties                                      | 20       |
|         |                                                    |                                                                |     |
| Section 7.4  |                                                    | Reliance; Advice of Counsel                                         | 20       |
|         |                                                    |                                                                |     |
| Section 7.5  |                                                    | Not Acting in Individual Capacity                                   | 21       |
|         |                                                    |                                                                |     |
| Section 7.6  |                                                    | Owner Trustee Not Liable for Contracts                              | 21       |
|         |                                                    |                                                                |     |
| Section 7.7  |                                                    | Owner Trustee May Own Notes                                         | 22       |
|         |                                                    |                                                                |     |
| Article VIII | Compensation of Owner Trustee                           | 22                                                                  |
|         |                                                    |                                                                |     |
| Section 8.1  |                                                    | Owner Trustee’s Fees and Expenses                              | 22       |
|         |                                                    |                                                                |     |
| Section 8.2  |                                                    | Indemnification                                                     | 22       |
|         |                                                    |                                                                |     |
| Section 8.3  |                                                    | Payments to the Owner Trustee                                       | 23       |
|         |                                                    |                                                                |     |
| Article IX   | Termination                                             | 23                                                                  |
|         |                                                    |                                                                |     |
| Section 9.1  |                                                    | Termination of Trust Agreement                                      | 23       |
|         |                                                    |                                                                |     |
| Section 9.2  |                                                    | Notification Regarding Bankruptcy of the Depositor                  | 24       |
|         |                                                    |                                                                |     |
| Article X    | Successor Owner Trustees and Additional Owner  Trustees | 25                                                                  |
|         |                                                    |                                                                |     |
| Section 10.1 |                                                    | Eligibility Requirements for Owner Trustee                          | 25       |
|         |                                                    |                                                                |     |
| Section 10.2 |                                                    | Resignation or Removal of Owner Trustee                             | 25       |
|         |                                                    |                                                                |     |
| Section 10.3 |                                                    | Successor Owner Trustee                                             | 26       |
|         |                                                    |                                                                |     |
| Section 10.4 |                                                    | Merger or Consolidation of Owner Trustee                            | 26       |
|              |                                                         |                                                                     |          |  |

 

ii

----

 
| ** **    | ** **    | ** **                                             | **Page** |
|---------------|---------------|--------------------------------------------------------|----------|
|          |          |                                                   |     |
| Section 10.5  |          | Appointment of Co-Trustee or Separate Trustee          | 27       |
|          |          |                                                   |     |
| Article XI    | Miscellaneous | 28                                                     |
|          |          |                                                   |     |
| Section 11.1  |          | Supplements and Amendments                             | 28       |
|          |          |                                                   |     |
| Section 11.2  |          | No Legal Title to Owner Trust Estate in the  Depositor | 30       |
|          |          |                                                   |     |
| Section 11.3  |          | Limitation on Rights of Others                         | 30       |
|          |          |                                                   |     |
| Section 11.4  |          | Notices                                                | 30       |
|          |          |                                                   |     |
| Section 11.5  |          | Severability                                           | 31       |
|          |          |                                                   |     |
| Section 11.6  |          | Separate Counterparts                                  | 31       |
|          |          |                                                   |     |
| Section 11.7  |          | Successors and Assigns                                 | 31       |
|          |          |                                                   |     |
| Section 11.8  |          | Covenants of the Depositor                             | 31       |
|          |          |                                                   |     |
| Section 11.9  |          | No Petition                                            | 31       |
|          |          |                                                   |     |
| Section 11.10 |          | Headings                                               | 32       |
|          |          |                                                   |     |
| Section 11.11 |          | Governing Law                                          | 32       |
|          |          |                                                   |     |
| Section 11.12 |          | Amendment of Trust Agreement                           | 32       |
|          |          |                                                   |     |
| Section 11.13 |          | Owner Trustee Presumption                              | 32       |
|               |               |                                                        |          |  |

 

iii

----

 

Exhibit A                Form ofCertificate

Exhibit B                Certificateof Trust

 

iv

----

 

AMENDED AND RESTATED TRUST AGREEMENT, dated as ofJanuary 26, 2006 (as amended, supplemented or otherwise modified and in effectfrom time to time, this “*Agreement*”),between FIRST INVESTORS AUTO FUNDING CORPORATION, a Delaware corporation, asdepositor (the “*Depositor*”),and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trustcompany, (in its capacity as owner trustee and not in its individual capacity,the “*Owner Trustee*”).

 

WHEREAS, the Depositor and the Owner Trustee haveentered into a Trust Agreement, dated as of January 4, 2006 (the “*Original Trust Agreement*”); and

 

WHEREAS, the Depositor and Owner Trustee desire toamend and restate the Original Trust Agreement in its entirety as providedherein.

 

NOW, THEREFORE, in consideration of the premises andmutual covenants herein contained and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, it is herebyagreed by and between the Depositor and the Owner Trustee that the OriginalTrust Agreement be amended and restated and replaced in its entirety asfollows:

 

# **Article IDefinitions**

# ** **

## **Section1.1**            **Definitions**.

 

Except as otherwise specified herein or as the contextmay otherwise require, the following terms shall have the respective meaningsset forth below for all purposes of this Agreement.

 

Administrator:  First Investors Financial Services, Inc., orany successor administrator.

 

Affiliate:  With respect to any Person, any other Persondirectly or indirectly controlling, controlled by or under direct or indirectcommon control with such Person. For purposes of this definition, “control”when used with respect to any Person shall mean the power to direct themanagement and policies of such Person, directly or indirectly, whether throughthe ownership of voting securities, by contract or otherwise.

 

Business Day:  Any day other than a Saturday, a Sunday or aday on which banking institutions or trust companies in New York, New York,Wilmington, Delaware, Houston, Texas or Atlanta, Georgia are authorized orobligated by law, executive order or governmental decree to remain closed.

 

Certificate: A physical certificateevidencing the beneficial interest of the holder thereof in the Trust asspecified therein, substantially in the form of Exhibit A attachedhereto.

 

Certificate of Trust:  The Certificate of Trust attached hereto as ExhibitB filed with the Secretary of the State of Delaware on January 4, 2006 forthe Trust pursuant to Section 3810(a) of the Statutory Trust Act.

 

----

 

Certificate Register:  As defined in Section 3.4.

 

Certificate Registrar:  As defined in Section 3.4.

 

Code:  The Internal Revenue Code of 1986, as amendedfrom time to time, and the Treasury Regulations promulgated thereunder.

 

Corporate Trust Office:  The principal office of the Owner Trustee atwhich at any particular time its corporate trust business shall beadministered, which office at the date of execution of this Agreement islocated at, 919 North Market Street, Suite 700, Wilmington Delaware 19801,Attention: Corporate Trust Administration, or at such other address as theOwner Trustee may designate from time to time by notice to the Depositor, orthe principal corporate trust office of any successor Owner Trustee at theaddress designated by such successor Owner Trustee by notice to the Depositor.

 

Depositor:  First Investors Auto Funding Corporation, aDelaware corporation, in its capacity as depositor under this Agreement, andits successors.

 

Depositor Account:  As defined in Section 5.1.

 

ERISA:  The Employee Retirement Income Security Actof 1974, as amended.

 

Exchange Act:  The Securities Exchange Act of 1934, asamended.

 

Expenses:  As defined in Section 8.2(a) and shallinclude amounts in connection with all liabilities, losses, damages, taxes,claims, actions and suits referred to in such section.

 

Final Note Payment Date:  April 15, 2013.

 

Indemnified Parties:  As defined in Section 8.2(a).

 

Indenture:  The Indenture, dated as of January 26, 2006between the Trust and Wells Fargo Bank, National Association, a nationalbanking association, as indenture trustee and as custodian, as amended,supplemented or otherwise modified and in effect from time to time.

 

Independent:  As defined in the Indenture.

 

Initial Pool Balance:  $151,939,112.45.

 

Insurer:  MBIA Insurance Corporation, a New York stockinsurance company, and its successors.

 

Notes:  As defined in the Indenture.

 

Owner Trust Estate:  All right, title and interest of the Trustin, to and under the property and rights assigned to the Trust pursuant toArticle II of the Sale and Allocation Agreement and all monies deposited fromtime to time in the Collection Account, the Note Payment Accounts, thePrefunding Account and the Reserve Account.

 

2

----

 

Owner Trustee:  Wells Fargo Delaware Trust Company, aDelaware limited purpose trust company, not in its individual capacity butsolely as Owner Trustee under this Agreement, and any successor Owner Trusteeunder this Agreement.

 

Paying Agent:  The Owner Trustee or any other Personappointed as Paying Agent with respect to the Certificate in accordance with Section3.6.

 

Prepayment Date:  The Payment Date specified by the Servicerpursuant to Section 5.16 of the Sale and Allocation Agreement.

 

Record Date:  With respect to any Payment Date orPrepayment Date, the close of business on the Business Day immediatelypreceding such Payment Date or Prepayment Date.

 

Responsible Officer:  As defined in the Indenture.

 

Sale and Allocation Agreement:  The Sale and Allocation Agreement, dated asof the date hereof, by and among the Depositor, the Indenture Trustee, theSecurities Intermediary, the Trust and the Servicer, as amended, supplementedor otherwise modified and in effect from time to time.

 

Secretary of State:  The Secretary of State of the State ofDelaware.

 

Securities Act:  The Securities Act of 1933, as amended.

 

Statutory Trust Act:  Chapter 38 of Title 12 of the Delaware Code,12 Del. Code section 3801 et seq., as the same may be amended, supplemented orotherwise modified and in effect from time to time.

 

Transfer:  To sell, transfer, assign, participate,pledge or otherwise dispose of.

 

Treasury Regulations:  Regulations, including proposed or temporaryregulations, promulgated under the Code. All references herein to specificprovisions of proposed or temporary Treasury Regulations shall includeanalogous provisions of final Treasury Regulations or other successor TreasuryRegulations.

 

Trust:  The Delaware statutory trust established bythis Agreement.

 

## **Section1.2**            **Other Definitional Provisions**.

 

### (a)           Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto them in the Sale and Allocation Agreement or, if not defined therein, in theIndenture.

 

### (b)           Allterms defined in this Agreement shall have the defined meanings when used inany certificate or other document made or delivered pursuant hereto unlessotherwise defined therein.

 

3

----

 

### (c)           Asused in this Agreement and in any certificate or other documents made ordelivered pursuant hereto or thereto, accounting terms not defined in thisAgreement or in any such certificate or other document, and accounting termspartly defined in this Agreement or in any such certificate or other documentto the extent not defined, shall have the respective meanings assigned to themunder generally accepted accounting principles. To the extent that thedefinitions of accounting terms in this Agreement or in any such certificate orother document are inconsistent with the meanings of such terms under generallyaccepted accounting principles, the definitions contained in this Agreement orin any such certificate or other document shall control.

 

### (d)           Thewords “hereof,” “herein” and “hereunder” and words of similar import when usedin this Agreement shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement. Article, Section and Exhibit referencescontained in this Agreement are references to Articles, Sections and Exhibitsin or to this Agreement unless otherwise specified. The term “including” shallmean “including without limitation.”

 

### (e)           Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to thefeminine and neuter genders of such terms.

###  

### (f)            Anyagreement, instrument or statute defined or referred to herein or in anyinstrument or certificate delivered in connection herewith means suchagreement, instrument or statute as from time to time amended, modified orsupplemented and includes (in the case of agreements or instruments) referencesto all attachments thereto and instruments incorporated therein. References toa Person are also to its permitted successors and assigns.

###  

# **Article IIOrganization of the Trust**

# ** **

## **Section2.1**            **Name**.

 

The name of the Trust shall be “First Investors AutoOwner Trust 2006-A,” in which name the Trust and the Owner Trustee shall havepower and authority and each is hereby authorized and empowered to conduct thebusiness of the Trust, make and execute contracts and other instruments onbehalf of the Trust and sue and be sued.

 

## **Section2.2**            **Office**.

 

The office of the Trust shall be in care of the OwnerTrustee at the Corporate Trust Office or at such other address in the State ofDelaware as the Owner Trustee may designate by written notice to the Depositor.

 

## **Section2.3**            **Purposes and Powers**.

##  

The purpose of the Trust is, and the Trust shall havepower and authority and is hereby authorized and empowered, without the needfor further action on the part of the Trust, and the Owner Trustee shall havepower and authority and is hereby authorized and empowered, in the

 

4

----

 

name and on behalf of theTrust, to do or cause to be done all acts and things necessary, appropriate orconvenient to cause the Trust, to engage solely in the following activities:

 

### (a)           toexecute, issue and deliver the Notes pursuant to the Indenture, to execute,authenticate, issue and deliver the Certificate pursuant to this Agreement, andto sell Class A Notes;

###  

### (b)           touse the proceeds of the sale of the Class A Notes to fund the Reserve Accountand the Prefunding Account, to pay the organizational, start-up andtransactional expenses of the Trust and to pay the balance to the Depositorpursuant to the Sale and Allocation Agreement in consideration for the purchaseof Contracts;

###  

### (c)           topay interest on (with respect to the Class A Notes) and principal of the Notesand amounts distributable with respect to the Certificate;

###  

### (d)           toassign, grant, transfer, pledge, mortgage and convey the Collateral to theIndenture Trustee pursuant to the Indenture;

###  

### (e)           toenter into, execute, deliver and perform its obligations under the TransactionDocuments to which it is to be a party;

###  

### (f)            subjectto compliance with the Transaction Documents, to engage in such otheractivities as may be required in connection with conservation of the OwnerTrust Estate and the making of distributions to the Noteholders and the holderof the Certificate; and

###  

### (g)           toengage in those activities, including entering into agreements, that arenecessary, suitable or convenient to accomplish the foregoing or are incidentalthereto or connected therewith.

###  

The Trust is hereby authorized to engage in theforegoing activities. The Trust shall not engage in any activity other than inconnection with the foregoing or other than as required or authorized by theterms of this Agreement or the other Transaction Documents.

 

Any acts of the Owner Trustee and of any persondesignated and authorized to act by the Depositor which acts would have beenauthorized by this Agreement except that such acts were taken prior to the dateof this Agreement are hereby severally authorized, ratified, confirmed andadopted as acts in the name and on behalf of the Trust, including withoutlimitation the execution, delivery and performance by the Trust of the PurchaseAgreement.

 

## **Section2.4**            **Appointment of Owner Trustee**.

##  

The Depositor hereby appoints Wells Fargo DelawareTrust Company as owner trustee, as trustee of the Trust effective as of thedate hereof, to have all the rights, powers and authority set forth herein andin the Statutory Trust Act and Wells Fargo Delaware Trust Company, as owner trustee,hereby accepts such appointment.

 

5

----

 

## **Section2.5**            **Organizational Matters**.

##  

The Depositor shall pay from amounts payable to itpursuant to Section 3.5(d)(xi) of the Sale and Allocation Agreement, the organizationalexpenses of the Trust as they may arise or shall, upon the request of the OwnerTrustee, promptly reimburse the Owner Trustee, in its individual capacity, forany such expenses paid by the Owner Trustee, in its individual capacity. Thenet proceeds from the sale of the Class A Notes shall be used to purchaseContracts and related property from the Depositor in accordance with Section2.1 of the Sale and Allocation Agreement and to fund the Reserve Account andthe Prefunding Account in the amounts required by the Sale and AllocationAgreement.

 

## **Section2.6**            **Declaration of Trust**.

##  

The Owner Trustee hereby declares that it will holdthe Owner Trust Estate in trust upon and subject to the conditions set forthherein for the use and benefit of the Depositor, subject to the obligations ofthe Trust under the Transaction Documents. It is the intention of the partieshereto that the Trust constitute a statutory trust under the Statutory TrustAct and that this Agreement constitute the governing instrument of suchstatutory trust. Effective as of the date hereof, the Owner Trustee shall haveall rights, powers and authority set forth herein and in the Statutory TrustAct with respect to accomplishing the purposes of the Trust. The Owner Trusteeshall have power and authority and is hereby authorized and empowered toexecute and file any certificate to be filed under the Statutory Trust Act.

 

## **Section2.7**            **Title of Trust Property**.

##  

Legal title to the entirety of the Owner Trust Estateshall be vested at all times in the Trust as a separate legal entity, exceptwhere applicable law in any jurisdiction requires title to any part of theOwner Trust Estate to be vested in a trustee or trustees, in which case titleshall be deemed to be vested in the Owner Trustee, a co-trustee and/or aseparate trustee, as the case may be.

 

## **Section2.8**            **Situs of Trust**.

##  

The Trust shall be located in the State of Delaware.All bank accounts maintained by the Owner Trustee on behalf of the Trust shallbe located in the State of Delaware. The Trust shall not have any employees inany state other than the State of Delaware; provided, however,that nothing herein shall restrict or prohibit the Owner Trustee from havingemployees within or outside the State of Delaware. Payments will be received bythe Trust only in the State of Delaware, and payments will be made by the Trustonly from the State of Delaware. The only office of the Trust will be at theCorporate Trust Office in the State of Delaware.

 

## **Section2.9**            **Representations and Warranties of the Depositor**.

##  

The Depositor hereby represents and warrants to theOwner Trustee (as such and in its individual capacity) that:

 

### (a)           theDepositor is duly organized and validly existing as a corporation in goodstanding under the laws of the State of Delaware, with power and authority

 

6

----

 

### to own its properties and to conduct its business assuch properties are currently owned and such business is presently conducted;

###  

### (b)           theDepositor is duly qualified to do business as a foreign corporation in goodstanding, and has obtained all necessary licenses and approvals in alljurisdictions in which the ownership or lease of property or the conduct of itsbusiness requires such qualifications;

###  

### (c)           theDepositor has the power and authority to execute and deliver this Agreement andeach other Transaction Document to which it is a party and to carry out theirrespective terms, and the Depositor has full power and authority to sell andassign the property to be sold and assigned to, and deposited with, the Trust;the Depositor has duly authorized such sale and assignment and deposit to theTrust by all necessary action and the execution, delivery and performance ofthis Agreement and each other Transaction Document to which it is a party hasbeen duly authorized by the Depositor by all necessary action;

###  

### (d)           theconsummation by the Depositor of the transactions contemplated by thisAgreement and each other Transaction Document to which it is a party and thefulfillment of the terms hereof and thereof do not conflict with, result in anybreach of any of the terms and provisions of, or constitute (with or withoutnotice or lapse of time or both) a default under, the certificate ofincorporation or bylaws of the Depositor, or any indenture, agreement or otherinstrument to which the Depositor is a party or by which it is bound, do notresult in the creation or imposition of any Lien upon any of its propertiespursuant to the terms of any such indenture, agreement or other instrument(other than pursuant to the Transaction Documents) and do not violate any lawor, to the knowledge of the Depositor, any order, rule or regulation applicableto the Depositor of any court or of any federal or state regulatory body,administrative agency or other governmental instrumentality having jurisdictionover the Depositor or its properties;

###  

### (e)           thereare no proceedings or investigations pending or, to the knowledge of theDepositor, threatened, before any court, regulatory body, administrative agencyor other governmental instrumentality having jurisdiction over the Depositor orits properties (i) asserting the invalidity of this Agreement, the Indenture,any of the other Transaction Documents or the Notes, (ii) seeking to preventthe issuance of the Notes or the consummation of any of the transactionscontemplated by this Agreement, the Indenture or any of the other TransactionDocuments, (iii) seeking any determination or ruling that might materially andadversely affect the performance by the Depositor of its obligations under, orthe validity or enforceability of, this Agreement or any other TransactionDocument to which the Depositor is a party or (iv) which might adversely affectthe federal income tax attributes, or Applicable Tax State franchise or incometax attributes, of the Notes; and

###  

### (f)            therepresentations and warranties of the Seller in Section 2.2 of the Sale andAllocation Agreement are true and correct.

 

7

----

 

## **Section2.10**         **Federal Income Tax Matters**.

##  

(a)           It is the intent of the Depositorthat, for purposes of federal income, state and local income and franchise taxand any other taxes, the Trust will not be treated as an association orpublicly traded partnership taxable as a corporation. Any person having aninterest in the Certificate, including the Seller, by acceptance of itsinterest in the Certificate, and the Owner Trustee agree to such treatment andagree to take no action inconsistent with such treatment, including the makingof an election under Treasury Regulation Section 301.7701-3 on behalf of theTrust such that the Trust is treated as an association taxable as acorporation.

 

(b)           It is the intention of the Depositorthat, solely for income and franchise tax purposes, the Trust, shall be treatedas (i) a division of the Certificateholder that is ignored as an entityseparate from the Certificateholder if, for federal income tax purposes, thereis a single Certificateholder or (ii) a partnership if, for federal income taxpurposes, the Trust is considered to have more than one Certificateholder. Theparties agree that, unless otherwise required by appropriate tax authorities,the Trust will file or cause to be filed annual or other necessary returns,reports and other forms consistent with the characterization of the Trust, asit relates to the assets in the Trust and the Certificate, as a division of theCertificateholder or partnership, as just described, for such tax purposes andthat such parties will take no action inconsistent with such treatment.

 

(c)           Pursuant to the AdministrationAgreement, the Administrator has agreed to perform the following actions onbehalf of the Trust: (i) deliver (or cause to be delivered) to theCertificateholder, as may be required by the Code and applicable TreasuryRegulations, such information as may be required (including Schedule K-1 to IRSForm 1065, if the Trust, is treated as a partnership for federal income taxpurposes), to enable the Certificateholder to prepare its federal and stateincome tax returns, (ii) prepare or cause to be prepared, and file or cause tobe filed, all tax returns relating to the Trust (including a partnershipinformation return and IRS Form 1065 if the Trust is treated as a partnershipfor federal income tax purposes) and the Certificateholders shall direct theAdministrator in writing to make such elections as may from time to time berequired or appropriate under any applicable state or federal statute or ruleor regulation thereunder so as to maintain the characterization of the Trust asa division of a single Certificateholder or a partnership, as the case may be,for federal income tax purposes (in each case, in the sole determination of theCertificateholders unless otherwise required by appropriate taxing authorites)and (iii) prepare or cause to be prepared, and file or cause to be filed,deliver or cause to be delivered any annual or other necessary returns, reportsor forms relating to the Notes and the Certificate (including informationreturns on IRS Form 1099). The Trust shall make all elections pursuant to thisSection 2.10 on returns relating to the Certificate, if any, furnished to it inexecution form by the Administrator and any other returns as may be required bylaw and so furnished to it by and at the direction of the Administrator, and indoing so shall be entitled to, and shall be fully protected if it shall, relyentirely upon, and shall have no liability for information provided by, orcalculations provided by, the Administrator. All tax returns in respect of theTrust shall be signed by the Seller, and if the Seller shall no longer hold theCertificate, the Certificateholder holding the greatest percentage interest inthe Certificate, unless some other party is required by law to sign such return(in which case such other party shall sign). If the Trust is characterized as apartnership for federal income tax

 

8

----

 

purposes, the Seller, andif the Seller shall no longer hold any Owner Trust Certificate, theCertificateholder holding the greatest percentage interest, shall be the “taxmatters partner” of the Trust pursuant to the Code.

 

(d)           The holder of an interest in theCertificate shall not sell or suffer to be transferred such interest unless itshall first have either received an opinion of counsel to the effect that suchsale or transfer would not cause the Trust to be taxable as an association orpublicly traded partnership taxable as a corporation or provided the Trustindemnification satisfactory to the Owner Trustee with respect to any such taxor other expense that might be imposed on or incurred by the Trust as a resultof such action.

 

# **Article IIITrust Certificates and Transfer of Interests**

# ** **

## **Section3.1**            **Ownership**.

##  

The Seller shall be the sole beneficial owner of theTrust.

 

## **Section3.2**            **The Certificate**.

##  

The Certificate shall be issued to the Seller on theClosing Date as a registered, definitive, physical certificate, substantiallyin the form set forth in Exhibit A attached hereto. The Certificateshall not be Transferred by the Seller to any other Person.

 

The Certificate may be in printed or typewritten formand shall be executed on behalf of the Trust by manual or facsimile signatureof an authorized officer of the Owner Trustee. If the Certificate bears themanual or facsimile signatures of individuals who were, at the time when suchsignatures shall have been affixed, authorized to sign on behalf of the Trust,it shall be validly issued and entitled to the benefits of this Agreement,notwithstanding that such individuals or any of them shall have ceased to be soauthorized prior to the authentication and delivery of the Certificate or didnot hold such offices at the date of authentication and delivery of theCertificate.

 

## **Section3.3**            **Authentication of the Certificate**.

##  

As of the date hereof, the Owner Trustee shall causethe Certificate to be executed on behalf of the Trust, authenticated, issuedand delivered upon written order of the Depositor signed by its manager, itspresident, any vice president, its secretary or its treasurer, without furtheraction by the Depositor. Thereupon, such Certificate shall be duly authorized,validly issued and entitled to the benefits of this Agreement. The Certificateshall not entitle its holder to any benefit under this Agreement, or be validfor any purpose, unless there shall appear on such Certificate a certificate ofauthentication substantially in the form set forth in Exhibit A executedby the Owner Trustee or its authenticating agent, by manual signature, whichauthentication shall constitute conclusive evidence that the Certificate isentitled to the benefits of this Agreement and has been duly authenticated,duly authorized, validly issued and delivered hereunder. The Certificate shallbe dated the date of its authentication.

 

9

----

 

## **Section3.4**            **Registration of the Certificate**.

##  

The Certificate Registrar (defined below) shall causeto be kept, at its Corporate Trust Office (as defined in the Sale andAllocation Agreement) a register (the “*Certificate Register*”)in which, subject to such reasonable regulations as it may prescribe, theCertificate Registrar shall provide for the registration of the Certificate.The Indenture Trustee initially shall be the registrar (the “*Certificate Registrar*”) for thepurpose of registering the Certificate as herein provided. The CertificateRegistrar shall, promptly upon request, furnish to the Owner Trusteeinformation regarding the Certificate Register, including a copy thereof. Uponany resignation of any Certificate Registrar, the Owner Trustee shall promptlyappoint a successor or, if it elects not to make such an appointment, assumethe duties of Certificate Registrar.

 

## **Section3.5**            **Mutilated, Destroyed, Lost or Stolen Certificate**.

##  

### (a)           If(i) a mutilated Certificate is surrendered to the Certificate Registrar, or theCertificate Registrar receives evidence to its satisfaction of the destruction,loss or theft of the Certificate, and (ii) there is delivered to theCertificate Registrar and Owner Trustee (as such and in its individualcapacity) such security or indemnity as may be required by them to hold each ofthe Trust, the Certificate Registrar and the Owner Trustee (as such and in itsindividual capacity) harmless, then, in the absence of notice to the Trust, theCertificate Registrar or the Owner Trustee that the Certificate has beenacquired by a protected purchaser, the Owner Trustee shall execute and theOwner Trustee or its authenticating agent shall authenticate and deliver, inexchange for, or in lieu of, such mutilated, destroyed, lost or stolenCertificate, a replacement Certificate of like tenor and denomination. If,after the delivery of such replacement Certificate, a protected purchaser of theoriginal Certificate in lieu of which such replacement Certificate was issuedpresents for payment such original Certificate, the Trust shall be entitled torecover such replacement Certificate (or such payment) from the Person to whomsuch replacement Certificate was delivered or any Person taking suchreplacement Certificate from such Person to whom such replacement Certificatewas delivered or any assignee of such Person, except a protected purchaser, andshall be entitled to recover upon the security or indemnity provided thereforto the extent of any loss, damage, cost or expense incurred by the Trust or theOwner Trustee (as such or in its individual capacity) in connection therewith.

###  

### (b)           Uponthe issuance of any replacement Certificate under this Section 3.5, theTrust may require the payment by the Depositor of a sum sufficient to cover anytax or other governmental charge that may be imposed in connection with suchissuance and any other reasonable expenses (including the fees and expenses ofthe Owner Trustee (as such and in its individual capacity)) related thereto.

###  

### (c)           Anyreplacement Certificate issued pursuant to this Section 3.5 inreplacement of the mutilated, destroyed, lost or stolen Certificate shallconstitute an original additional contractual obligation of the Trust, whetheror not the mutilated, destroyed, lost or stolen Certificate shall be at anytime enforceable by anyone, and shall be duly authorized, validly issued andentitled to all the benefits of this Agreement.

 

10

----

 

### (d)           Theprovisions of this Section 3.5 are exclusive and shall preclude (to theextent lawful) all other rights and remedies with respect to the replacement orpayment of any mutilated, destroyed, lost or stolen Certificate.

###  

## **Section3.6**            **Appointment of Paying Agent**.

##  

The Paying Agent with respect to the Certificate shallinitially be the Owner Trustee, and any co-paying agent chosen by the OwnerTrustee (which may be Wells Fargo Bank, National Association). The Owner Trusteeshall be permitted to resign as Paying Agent upon thirty (30) days’ writtennotice to the Depositor. In the event that Wells Fargo Delaware Trust Companyshall no longer be the Paying Agent, the Owner Trustee, with the consent of theInsurer, shall appoint a successor to act as Paying Agent (which shall be abank or trust company). The rights, benefits, protections, privileges andimmunities of the Owner Trustee (as such or in its individual capacity) underthis Agreement shall apply to the Owner Trustee also in its role as PayingAgent, for so long as the Owner Trustee shall act as Paying Agent and, to theextent applicable, to any other paying agent appointed hereunder. Any referencein this Agreement to the Paying Agent shall include any co-paying agent unlessthe context requires otherwise.

 

## **Section3.7            Regarding IndentureTrustee.**

##  

The parties to this Trust Agreement and each holder ofa Certificate by its acceptance thereof expressly acknowledge and consent toWells Fargo Bank, National Association, an affiliate of the Owner Trustee,acting as Indenture Trustee pursuant to the Indenture. The Owner Trustee maydischarge its functions hereunder and under the other Transaction Documentsfully, without hindrance or regard to conflict of interest principles, duty ofloyalty principles or other breach of fiduciary duties to the extent that anysuch conflict or breach arises from the performance by it of its express dutiesset forth in this Trust Agreement, all of which defenses, claims or assertionsare hereby expressly waived by the other parties hereto and each holder of aCertificate.

 

# **Article IVActions by Owner Trustee**

# ** **

## **Section4.1**            **Prior Notice with Respect to Certain Matters**.

##  

With respect to the following matters, the Trust shallnot take action unless (a) at least thirty (30) days before the taking of suchaction, the Owner Trustee shall have notified the Insurer and the RatingAgencies in writing of the proposed action and (b) the Insurer, if an InsurerDefault shall not have occurred and be continuing, shall have previouslyconsented in writing thereto and the Depositor shall not have (i) notified theOwner Trustee in writing prior to the 30th day after such notice is given thatit has withheld consent or (ii) provided alternative written direction prior tothe 30th day after such notice is given:

 

(A)          theinitiation of any claim or lawsuit by the Trust (except claims or lawsuitsbrought by the Servicer in connection with the collection of the Contracts) andthe settlement of any action, claim or lawsuit brought by or against

 

11

----

 

the Trust (except with respect to the aforementioned claims or lawsuitsfor collection by the Servicer of the Contracts);

 

(B)           theelection by the Trust to file an amendment to the Certificate of Trust (unlesssuch amendment is required to be filed under the Statutory Trust Act);

 

(C)           theamendment of the Indenture by a supplemental indenture in circumstances wherethe consent of any Noteholder is required;

 

(D)          theappointment pursuant to the Indenture of a successor Note Registrar, PayingAgent for the Notes or Indenture Trustee or pursuant to this Agreement of asuccessor Certificate Registrar, or the consent to the assignment by the NoteRegistrar, Paying Agent for the Notes or Indenture Trustee or CertificateRegistrar of its obligations under the Indenture or this Agreement, asapplicable;

 

(E)           theconsent to the calling or waiver of any default of any Transaction Document;

 

(F)           theconsent to the assignment by the Indenture Trustee or Servicer of theirrespective obligations under any Transaction Document, unless permitted in theTransaction Documents;

 

(G)           causethe Trust to incur, assume or guaranty any indebtedness other than as set forthin this Agreement or the Transaction Documents;

 

(H)          possessTrust assets, or assign the Trust’s right to property, for other than a Trustpurpose;

 

(I)            causethe Trust to lend any funds to any entity, unless permitted in this Agreementor the Transaction Documents;

 

(J)            exceptas provided in Article IX hereof, dissolve, terminate or liquidate theTrust in whole or in part;

 

(K)          mergeor consolidate the Trust with or into any other entity, or convey or transferall or substantially all of the Trust’s assets to any other entity;

 

(L)           doany act that conflicts with any other Transaction Document;

 

(M)         doany act which would make it impossible to carry on the ordinary business of theTrust as described in Section 2.3 hereof;

 

(N)          confessa judgment against the Trust; or

 

(O)          changethe Trust’s purpose and powers from those set forth in this Agreement.

 

12

----

 

In addition, the Trust shall not commingle its assetswith those of any other entity. The Trust shall maintain its financial andaccounting books and records separately from those of any other entity. Exceptas expressly set forth herein, the Trust shall not pay any indebtedness,operating expenses or liabilities of any other entity. The Trust shall maintainappropriate minutes or other records of all appropriate actions and shallmaintain its offices separate from the offices of the Depositor and theServicer. The Trust shall maintain an arms length relationship with itsAffiliates, conduct its own business in its own name and hold itself out as aseparate entity from all other Persons.

 

## **Section4.2**            **Action by Depositor with Respect to CertainMatters**.

##  

The Owner Trustee may not, except upon the occurrenceof an Event of Servicing Termination subsequent to the payment in full of theNotes and in accordance with the written direction of the Insurer, if anInsurer Default shall not have occurred and be continuing, or the Depositor(with the consent of the Insurer, provided that an Insurer Default shall nothave occurred and be continuing) (a) remove the Servicer pursuant to 5.02 ofthe Servicing Agreement, (b) appoint a successor Servicer pursuant to 5.02 ofthe Servicing Agreement, (c) remove the Administrator pursuant to Section 9 ofthe Administration Agreement, (d) appoint a successor Administrator pursuant toSection 9 of the Administration Agreement or (e) sell the Contracts after thetermination of the Indenture, except as expressly provided in the TransactionDocuments.

 

## **Section4.3**            **Action by Owner Trustee with Respect to Bankruptcy**.

##  

### (a)           TheTrust shall not, without the prior written consent of the Owner Trustee,(i) institute any proceedings to adjudicate the Trust as bankrupt orinsolvent, (ii) consent to the institution of bankruptcy or insolvencyproceedings against the Trust, (iii) file a petition seeking or consenting toreorganization or relief under any applicable federal or state law relating tobankruptcy with respect to the Trust, (iv) consent to the appointment of areceiver, liquidator, assignee, trustee, sequestrator (or other similarofficial) of the Trust or a substantial part of its property, (v) make anyassignment for the benefit of the Trust’s creditors, (vi) admit in writing itsinability to pay its debts generally as they become due, or (vii) take anyaction in furtherance of any of the foregoing (any of the above foregoingactions, a “*Bankruptcy Action*”). Inconsidering whether to give or withhold written consent to any BankruptcyAction by the Trust, the Owner Trustee, with the consent of the Depositor(hereby given, which consent the Depositor believes to be in the Trust’s andits best interests), shall consider the interest of the Noteholders and theInsurer in addition to the interests of the Trust and whether the Trust isinsolvent. The Owner Trustee shall have no duty to give such written consent toBankruptcy Action by the Trust if the Owner Trustee shall not have beenfurnished (at the expense of the Person that requested that such letter befurnished to the Owner Trustee) a letter from an independent accounting firm ofnational reputation stating that in the opinion of such firm the Trust is theninsolvent.

###  

The Owner Trustee (as such and in its individualcapacity) shall not be personally liable to any Person on account of the OwnerTrustee’s good faith reliance on the provisions of this Section or inconnection with the Owner Trustee’s giving prior written consent to BankruptcyAction by the Trust in accordance herewith, or withholding such consent, ingood faith, and neither the Trust nor the Depositor shall have any claim forbreach of fiduciary duty or otherwise

 

13

----

 

against the Owner Trustee(as such and in its individual capacity) for giving or withholding its consentto any such Bankruptcy Action.

 

### (b)           Theparties hereto stipulate and agree that the Depositor has no power to commenceany Bankruptcy Action on the part of the Trust or to direct the Owner Trusteeto take any Bankruptcy Action on the part of the Trust. To the extent permittedby applicable law, the consent of the Insurer (provided that no Insurer Defaulthas occurred and is continuing) and the Indenture Trustee shall be obtainedprior to taking any Bankruptcy Action by the Trust.

###  

### (c)           Theprovisions of this Section do not constitute an acknowledgment or admission bythe Trust, the Owner Trustee, or any creditor of the Trust that the Trust iseligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. §101et. Seq., as amended.

###  

## **Section4.4**            **Restrictions on Insurer’s Power**.

##  

Neither the Insurer nor the Depositor shall direct theOwner Trustee to take or refrain from taking any action if such action orinaction would be contrary to any obligation of the Trust or the Owner Trusteeunder this Agreement or any of the other Transaction Documents or would becontrary to Section 2.3, nor shall the Owner Trustee be obligated tofollow any such direction, if given.

 

# **Article VApplication of Trust Funds; Certain Duties**

# ** **

## **Section5.1**            **Establishment of Depositor Account**.

##  

Pursuant to Section 3.1(c) of the Sale and AllocationAgreement, there shall be maintained in the name of the Trust at an EligibleInstitution a segregated trust account designated as the Depositor Account (the“*Depositor Account*”). The DepositorAccount shall be held in trust for the benefit of the holder of theCertificate. All monies deposited from time to time in the Depositor Accountpursuant to the Sale and Allocation Agreement shall be applied as provided inthis Agreement.

 

## **Section5.2**            **Application of Trust Funds**.

##  

### (a)           Oneach Payment Date the Paying Agent with respect to the Certificate shall, afterpayment of all liabilities of the Trust, including any amounts owing to theOwner Trustee and the Insurer under the Transaction Documents, distribute allamounts on deposit in the Depositor Account to the holder of the Certificate.

###  

In addition, the Paying Agent with respect to theCertificate shall, after payment of all liabilities of the Trust, including anyamounts owing to the Owner Trustee and the Insurer under the Transaction Documents,promptly remit to the holder of the Certificate any amounts received from theIndenture Trustee for the benefit of the holder of the Certificate in respectof excess

 

14

----

 

amounts from the ReserveAccount pursuant to Section 3.6(d) of the Sale and Allocation Agreement.

 

### (b)           Inthe event that any withholding tax is imposed on any payment (or allocations ofincome) by the Trust to the holder of the Certificate, such tax shall reducethe amount otherwise distributable to the holder of the Certificate inaccordance with this Section 5.2. The Owner Trustee and each PayingAgent with respect to the Certificate is hereby authorized and directed toretain (as directed in writing by the Administrator) from amounts otherwisedistributable to the holder of the Certificate, sufficient funds for thepayment of any such withholding tax that is legally owed by the Trust (but suchauthorization shall not prevent the Trust from contesting any such tax inappropriate proceedings, and withholding payment of such tax, if permitted bylaw, pending the outcome of such proceedings). The amount of any withholdingtax imposed with respect to the holder of the Certificate shall be treated ascash distributed to the holder of the Certificate at the time it is withheld bythe Trust and remitted to the appropriate taxing authority. If there is apossibility that withholding tax is payable with respect to a distribution, theOwner Trustee or the Paying Agent with respect to the Certificate may, in itssole discretion, withhold such amounts in accordance with this Section 5.2.If the holder of the Certificate wishes to apply for a refund of any suchwithholding tax, the Owner Trustee shall reasonably cooperate with the holderof the Certificate in making such claim so long as the holder of theCertificate agrees to reimburse the Owner Trustee, as such and in itsindividual capacity, for any expenses incurred.

###  

## **Section5.3**            **Method of Payment**.

##  

Subject to Section 9.1(c), distributionsrequired to be made to the holder of the Certificate on any Payment Date shallbe made to the holder of the Certificate by wire transfer, in immediatelyavailable funds, to the account (reasonably identified to the Paying Agent inwriting) of the holder of the Certificate at a bank or other entity havingappropriate facilities therefor. Notwithstanding the foregoing, the finaldistribution in respect of the Certificate (whether on the Final Note PaymentDate or otherwise) will be payable only upon presentation and surrender of theCertificate at the office of the Paying Agent with respect to the Certificate.

 

## **Section5.4**            **No Segregation of Monies; No Interest**.

##  

Subject to Sections 5.1 and 5.2, moniesreceived by the Owner Trustee hereunder need not be segregated in any mannerexcept to the extent required by law, the Indenture or the Sale and AllocationAgreement and may be deposited under such general conditions as may beprescribed by law, and the Owner Trustee shall not be personally liable for anyinterest thereon.

 

# **Article VIAuthority and Duties of Owner Trustee**

# ** **

## **Section6.1**            **General Authority**.

##  

The Owner Trustee shall have power and authority andis hereby authorized and empowered in the name and on behalf of the Trust toexecute and deliver the Transaction Documents to which the Trust is to be aparty and each certificate or other document attached as

 

15

----

 

an exhibit to orcontemplated by the Transaction Documents to which the Trust is to be a partyand any amendment or other agreement, in each case in such form as theDepositor shall approve, as evidenced conclusively by the Owner Trustee’sexecution thereof and the Depositor’s execution of this Agreement, and todirect the Indenture Trustee to authenticate and deliver Class A-1 Notes, ClassA-2 Notes, Class A-3 Notes and Class A-4 Notes in the aggregate principalamounts of $32,000,000, $47,000,000, $74,000,000 and $36,060,000 respectively,and Class B Notes in the aggregate principal amount of $2,879,112.45. In additionto the foregoing, the Owner Trustee shall have power and authority and ishereby authorized and empowered in the name and on behalf of the Trust to takeall actions required of or permitted to be taken by the Trust pursuant to theTransaction Documents. The Owner Trustee shall have power and authority and ishereby authorized and empowered in the name and on behalf of the Trust fromtime to time to take such action on behalf of the Trust as is permitted by theTransaction Documents and which the Servicer or the Administrator recommendswith respect to the Transaction Documents.

 

## **Section6.2**            **General Duties**.

##  

It shall be the duty of the Owner Trustee to perform(or cause to be performed) all of the duties expressly required to be performedby the Owner Trustee under this Agreement and the other Transaction Documentsto which the Trust is a party. Notwithstanding the foregoing, the Owner Trusteeshall be deemed to have discharged its duties and responsibilities hereunderand under the Transaction Documents to the extent the Administrator or anyother Person is required in the Administration Agreement or any otherTransaction Document to perform any act or to discharge such duty of the OwnerTrustee or the Trust hereunder or under any other Transaction Document, and theOwner Trustee shall not be held personally liable for the default or failure ofthe Administrator or any other Person to carry out its obligations under theAdministration Agreement or any other Transaction Document.

 

## **Section6.3**            **Action Upon Instruction**.

##  

### (a)           Subjectto Article IV, and in accordance with the terms of the TransactionDocuments, the Depositor may, by written instruction, direct the Owner Trusteein the management of the Trust.

###  

### (b)           Notwithstandingany other provision herein or in any other Transaction Document, the OwnerTrustee shall not be required to take any action hereunder or under anyTransaction Document if the Owner Trustee shall have reasonably determined, orshall have been advised by counsel, that such action is likely to result inpersonal liability on the part of the Owner Trustee or is contrary to the termshereof or of any other Transaction Document or is otherwise contrary to law.

###  

### (c)           Wheneverthe Owner Trustee is unable to decide between alternative courses of actionpermitted or required by the terms of this Agreement or any other TransactionDocument, the Owner Trustee shall promptly give notice (in such form as shallbe appropriate under the circumstances) to the Insurer (so long as no InsurerDefault has occurred and is continuing) and the Depositor requestinginstruction as to the course of action to be adopted, and to the extent theOwner Trustee acts in good faith in accordance with any written

 

16

----

 

### instruction of the Insurer or the Depositor received,the Owner Trustee shall not be personally liable on account of such action toany Person. If the Owner Trustee shall not have received appropriate writteninstruction within ten (10) days of such notice (or within such shorter periodof time as reasonably may be specified in such notice or may be necessary underthe circumstances) it may, but shall be under no duty to, take or refrain fromtaking such action as it shall deem to be in the best interests of the Depositorand shall have no personal liability to any Person for such action or inaction.

###  

### (d)           Inthe event the Owner Trustee is unsure as to the application of any provision ofthis Agreement or any other Transaction Document or any such provision isambiguous as to its application, or is, or appears to be, in conflict with anyother applicable provision, or in the event that this Agreement permits anydetermination by the Owner Trustee or is silent or is incomplete as to thecourse of action that the Owner Trustee is required or permitted to take withrespect to a particular set of facts, the Owner Trustee may give notice (insuch form as shall be appropriate under the circumstances) to the Insurer (solong as no Insurer Default has occurred and is continuing) and the Depositorrequesting instruction and, to the extent that the Owner Trustee acts orrefrains from acting in good faith in accordance with any such instructionreceived, the Owner Trustee shall not be personally liable, on account of suchaction or inaction, to any Person. If the Owner Trustee shall not have receivedappropriate instruction within ten (10) days of such notice (or within suchshorter period of time as reasonably may be specified in such notice or may benecessary under the circumstances) it may, but shall be under no duty to, takeor refrain from taking such action as it shall deem to be in the best interestsof the Depositor and shall have no personal liability to any Person for suchaction or inaction.

###  

## **Section6.4**            **No Duties Except as Specified in this Agreement orin Instructions**.

##  

The Owner Trustee shall not have any duty orobligation to manage, make any payment with respect to, register, record, sell,dispose of or otherwise deal with the Owner Trust Estate, or to otherwise takeor refrain from taking any action under, or in connection with, this Agreementor any document contemplated hereby, except the duties expressly required to beperformed by the Owner Trustee by the terms of this Agreement or in anydocument or written instruction received by the Owner Trustee pursuant to Section6.3, and no implied duties or obligations shall be read into this Agreementor any other Transaction Document against the Owner Trustee. The Owner Trusteeshall have no responsibility for filing any financing or continuation statementin any public office at any time or otherwise to perfect or maintain theperfection of any security interest or lien or to prepare or file anySecurities and Exchange Commission filing for the Trust or to record this Agreementor any other Transaction Document. The Owner Trustee, in its individualcapacity, shall, however, at its own cost and expense, promptly take all actionas may be necessary to discharge any lien (other than the lien of theIndenture) on any part of the Owner Trust Estate that results from actions by,or claims against, the Owner Trustee, in its individual capacity, that are notrelated to the ownership or the administration of the Owner Trust Estate or theTrust or the Owner Trustee’s serving as trustee of the Trust.

 

17

----

 

## **Section6.5**            **No Action Except Under Specified Documents orInstructions**.

##  

The Owner Trustee shall not manage, control, use,sell, dispose of or otherwise deal with any part of the Owner Trust Estateexcept (a) in accordance with the powers granted to and the authority conferredupon the Owner Trustee pursuant to this Agreement, (b) in accordance with theother Transaction Documents to which the Trust or the Owner Trust is a partyand (c) in accordance with any document or instruction delivered to the OwnerTrustee pursuant to Section 6.3.

 

## **Section6.6**            **Restrictions**.

##  

The Owner Trustee shall not take any action (a) thatis inconsistent with the purposes of the Trust set forth in Section 2.3or (b) that, to the actual knowledge of the Owner Trustee, would (i) adverselyaffect the treatment of the Class A Notes as indebtedness for federal income orincome or franchise tax purposes of any Applicable Tax State, (ii) be deemed tocause a taxable exchange of the Class A Notes for federal income or income orfranchise tax purposes of any Applicable Tax State or (iii) cause the Trust orany portion thereof to be taxable as an association or publicly tradedpartnership taxable as a corporation for federal income or income or franchisetax purposes of Applicable Tax State.

 

The Depositor shall not direct the Owner Trustee totake action that would violate the provisions of this Section 6.6.

 

# **Article VIIRegarding The Owner Trustee**

# ** **

## **Section7.1**            **Acceptance of Trusts and Duties**.

##  

The Owner Trustee accepts the trusts hereby createdand agrees to perform the duties expressly required to be performed by theOwner Trustee hereunder. The Owner Trustee also agrees to disburse all moniesactually received by it constituting part of the Owner Trust Estate upon theterms of this Agreement and the other Transaction Documents to which the Trustis a party. The Owner Trustee shall not be personally answerable or accountablehereunder or under any other Transaction Document under any circumstances,except for liability to the Trust and the Depositor (a) for its own willfulmisconduct, bad faith or gross negligence or (b) in the case of the breach ofany representation or warranty contained in Section 7.3 expressly madeby the Owner Trustee in its individual capacity. In particular, but not by wayof limitation (and subject to the exceptions set forth in the precedingsentence):

 

#### (i)            theOwner Trustee shall not be personally liable for any error of judgment made ingood faith by the Owner Trustee unless it is proved that the Owner Trustee wasgrossly negligent in ascertaining the pertinent facts;

####  

#### (ii)           theOwner Trustee shall not be personally liable with respect to any action takenor omitted to be taken in good faith by it in accordance with the provisions ofthis Agreement at the instructions of the Indenture Trustee, the Insurer, the

 

18

----

 

#### Depositor, theAdministrator or the Servicer or other instructions given in accordance withthis Agreement or any other Transaction Document;

####  

#### (iii)          noprovision of this Agreement or any other Transaction Document shall require theOwner Trustee to expend or risk its own funds or otherwise incur personalfinancial liability in the performance of any of its duties or in the exerciseof any of its rights or powers hereunder or under any other TransactionDocument if the Owner Trustee shall have reasonable grounds to believe thatrepayment of such funds or indemnity satisfactory to it in its individualcapacity against such risk or liability is not reasonably assured or providedto it in its individual capacity;

####  

#### (iv)          underno circumstances shall the Owner Trustee be personally liable for indebtednessevidenced by or arising under any of the Transaction Documents, theCertificate, the Notes or other indebtedness of the Trust, including theprincipal of and interest on the Notes;

####  

#### (v)           theOwner Trustee shall not be responsible or personally liable for or in respectof the validity or sufficiency of this Agreement or for the due executionhereof by the Depositor or for the form, character, genuineness, sufficiency,value or validity of any of the Owner Trust Estate or Transaction Documents andthe Owner Trustee shall in no event assume or incur any personal liability,duty, or obligation to any Noteholder, the Depositor or any other Person otherthan as expressly provided for herein;

####  

#### (vi)          theOwner Trustee shall not be personally liable for the default or misconduct ofthe Servicer, the Administrator, the Depositor, the Indenture Trustee or anyother Person under any of the Transaction Documents or otherwise, and the OwnerTrustee shall have no duty to monitor or supervise any other trustee hereunder,if any, the Certificate Registrar (if other than the Owner Trustee), theAdministrator, the Paying Agent with respect to the Certificate (if other thanthe Owner Trustee), any agent or independent contractor of the Trust, anydelegatee of any trustee or any other Person and the Owner Trustee (as such inits individual capacity) shall have no obligation or liability to perform theobligations of the Trust under this Agreement or the other TransactionDocuments that are not expressly required to be performed by the Owner Trusteeor that are required to be performed by the Administrator under theAdministration Agreement, the Servicer under the Sale and Allocation Agreementor the Indenture Trustee under the Indenture;

####  

#### (vii)         theOwner Trustee shall be under no obligation to exercise any of the rights orpowers vested in it by this Agreement or any other Transaction Document or toinstitute, conduct or defend any litigation under this Agreement or otherwiseor in relation to this Agreement or any other Transaction Document at therequest, order or direction of the Depositor or otherwise, unless the OwnerTrustee (as such and in its individual capacity) has been offered security orindemnity satisfactory to it against the costs, expenses and liabilities thatmay be incurred by the Owner Trustee therein or thereby. The right of the OwnerTrustee to perform any discretionary act enumerated in this Agreement or anyother Transaction Document shall not be construed as a duty, and the OwnerTrustee shall not be answerable or liable in its individual capacity except tothe Trust or the Depositor for its own willful misconduct, bad faith or grossnegligence in the performance of any such act;

 

19

----

 

#### (viii)        underno circumstances shall the Owner Trustee be personally liable for anyrepresentation, warranty, covenant, agreement or indebtedness of the Trust;

####  

#### (ix)           inany capacity in which it may act (or refrain from acting) pursuant to this Agreement or the other TransactionDocuments, the Owner Trustee (as such and in its individual capacity) shall beentitled to the benefits of the Trust Agreement; and

####  

(x)            in no event shallthe Owner Trustee be liable for any damages in the nature of special, indirector consequential damages, however styled, including, without limitation, lostprofits, or for any losses due to forces beyond the control of the OwnerTrustee, including, without limitation, strikes, work stoppages, acts of war orterrorism, insurrection, revolution, nuclear or natural catastrophes or acts ofGod and interruptions, loss or malfunctions of utilities, communications orcomputer (software and hardware) services provided to the Owner Trustee bythird parties.

 

## **Section7.2**            **Furnishing of Documents**.

##  

The Owner Trustee shall furnish to the Depositor (witha copy to the Insurer) promptly upon receipt of a written request therefor,duplicates or copies of all reports, notices, requests, demands, certificates,financial statements and any other instruments furnished to the Owner Trusteeunder the Transaction Documents.

 

## **Section7.3**            **Representations and Warranties**.

##  

The Owner Trustee, in its individual capacity, herebyrepresents and warrants to the Depositor that:

 

### (a)           itis a limited purpose trust company duly organized and validly existing in goodstanding under the laws of the State of Delaware and has all requisitecorporate power and authority to execute, deliver and perform its obligationsunder this Agreement;

###  

### (b)           ithas taken all necessary action to authorize the execution and delivery by it ofthis Agreement, and this Agreement will be executed and delivered by one of itsofficers who is duly authorized to execute and deliver this Agreement on itsbehalf; and

###  

### (c)           neitherthe execution nor the delivery by it of this Agreement, nor the consummation byit of the transactions contemplated hereby nor compliance by it with any of theterms or provisions hereof will constitute any default under its charterdocuments or by-laws or any indenture, mortgage, contract, agreement orinstrument to which it is a party or by which any of its properties may bebound.

###  

## **Section7.4**            **Reliance; Advice of Counsel**.

##  

### (a)           TheOwner Trustee may rely upon, shall be fully protected in relying upon, andshall incur no personal liability to anyone in acting upon any signature,instrument, notice, resolution, request, consent, order, certificate, report,opinion, bond or other document or paper believed by it to be genuine andbelieved by it to be signed by an appropriate

 

20

----

 

### Person. The Owner Trustee may conclusively rely (andshall be fully protected in relying) upon an Opinion of Counsel. The OwnerTrustee may accept a certified copy of a resolution of the board of directorsor other governing body of any Person as conclusive evidence that suchresolution has been duly adopted by such body and that the same is in fullforce and effect. As to any fact or matter the method of the determination ofwhich is not specifically prescribed herein, the Owner Trustee may for allpurposes hereof rely on a certificate, signed by the president or any vicepresident or by the treasurer or other authorized officer of an appropriatePerson, as to such fact or matter and such certificate shall constitute fullprotection to the Owner Trustee (as such and in its individual capacity) forany action taken or omitted to be taken by it in good faith in reliancethereon.

###  

### (b)           Inthe exercise or administration of the trusts hereunder and in the performanceof its duties and obligations under this Agreement or the other TransactionDocuments, the Owner Trustee (i) may act directly or through its agents orattorneys pursuant to agreements entered into with any of them, and the OwnerTrustee shall not be personally liable for the conduct or misconduct of suchagents or attorneys if such agents or attorneys shall have been selected by theOwner Trustee with reasonable care and (ii) may consult with counsel,accountants and other skilled Persons to be selected with reasonable care andemployed by it. The Owner Trustee shall not be personally liable for anythingdone, suffered or omitted in good faith by it in accordance with the writtenopinion or advice of any such counsel, accountants or other such Persons.

###  

## **Section7.5**            **Not Acting in Individual Capacity**.

##  

Except as provided in this Article VII, inaccepting the trusts hereby created, Wells Fargo Delaware Trust Company, actssolely as Owner Trustee hereunder and not in its individual capacity, and allPersons having any claim against the Owner Trustee by reason of thetransactions contemplated by this Agreement or any other Transaction Documentshall look only to the Owner Trust Estate for payment or satisfaction thereof.

 

## **Section7.6**            **Owner Trustee Not Liable for Contracts**.

##  

The recitals contained herein and in the Certificate(other than the signature and countersignature of the Owner Trustee on theCertificate) shall be taken as the statements of the Depositor, and the OwnerTrustee assumes no personal responsibility for the correctness thereof. TheOwner Trustee (as such or in its individual capacity) makes no representationsas to the validity or sufficiency of this Agreement, any other TransactionDocument or the Certificate (other than the signature and countersignature ofthe Owner Trustee on the Certificate) or the Notes, or of any Contract orrelated documents. The Owner Trustee shall at no time have any responsibilityor personal liability for or with respect to the legality, validity andenforceability of any Contract, or the perfection and priority of any securityinterest created by any Contract in any Financed Vehicle or the maintenance ofany such perfection and priority, or for or with respect to the sufficiency ofthe Owner Trust Estate or its ability to generate the payments to bedistributed to the holder of the Certificate under this Agreement or theNoteholders under the Indenture, including, without limitation, the existence,condition and ownership of any Financed Vehicle, the existence andenforceability of any insurance thereon, the existence and contents of anyContract on any computer or other record thereof, the validity of theassignment of any

 

21

----

 

Contract to the Trust orany intervening assignment, the completeness of any Contract, the performanceor enforcement of any Contract, the compliance by the Depositor or the Servicerwith any warranty or representation made under any Transaction Document or inany related document, or the accuracy of any such warranty or representation orany action of the Indenture Trustee, the Administrator or the Servicer or anysubservicer or any other Person taken in the name of the Owner Trustee.

 

## **Section7.7**            **Owner Trustee May Own Notes**.

##  

The Owner Trustee, in its individual or any othercapacity, may become the owner or pledgee of Notes and may deal with theDepositor, the Servicer, the Administrator and the Indenture Trustee in bankingtransactions with the same rights as it would have if it were not OwnerTrustee.

 

# **Article VIIICompensation of Owner Trustee**

# ** **

## **Section8.1**            **Owner Trustee’s Fees and Expenses**.

##  

The Owner Trustee in its individual capacity shallreceive as compensation for its services hereunder the Owner Trustee Fee, inaccordance with the priorities set forth in Section 3.5(d) of the Sale andAllocation Agreement, and the Owner Trustee shall be reimbursed in itsindividual capacity by the Issuer in accordance with the priorities set forthin Section 3.5(d) of the Sale and Allocation Agreement and in accordance withthe terms of the Owner Trustee Fee Letter for its other reasonable expenseshereunder, including the reasonable compensation, expenses and disbursements ofsuch agents, representatives, experts and counsel as the Owner Trustee mayemploy in connection with the exercise and performance of its rights, powers,authorities and duties.

 

## **Section8.2**            **Indemnification**.

##  

### (a)           Tothe extent not paid by the Trust in accordance with Section 3.5(d) of the Saleand Allocation Agreement, the Depositor shall be liable for, and shallindemnify, from funds available to it pursuant to Section 3.5(d)(xi) of theSale and Allocation Agreement, the Owner Trustee in its individual capacity andits successors, assigns, directors, officers, employees, agents and servants(collectively, the “*Indemnified Parties*”)from and against, any and all liabilities, obligations, losses, damages, taxes,claims, actions and suits, and any and all reasonable costs, expenses anddisbursements (including reasonable legal fees and expenses) of any kind andnature whatsoever (collectively, “*Expenses*”)which may at any time be imposed on, incurred by, or asserted against the OwnerTrustee in its individual capacity, or any other Indemnified Party in any wayrelating to or arising out of this Agreement, the other Transaction Documents,the Owner Trust Estate, the administration of the Owner Trust Estate or theaction or inaction of the Owner Trustee hereunder; provided, however,that the Depositor shall not be liable for or required to indemnify anIndemnified Party from and against Expenses arising or resulting from any of thematters described in clauses (a) and (b) of the third sentence ofSection 7.1. Neither of the Owner Trustee nor the Depositor will inany event be entitled to

 

22

----

 

### make any claim upon the Trust Property for the paymentor reimbursement of any Expenses except in accordance with the TransactionDocuments. The indemnities contained in this Section 8.2 and the otherbenefits, protections and immunities of the Owner Trustee (as such and in itsindividual capacity) under this Agreement shall survive the resignation orremoval of the Owner Trustee and the termination of this Agreement.

###  

### (b)           Anyobligations of the Depositor under this Agreement are obligations solely of theDepositor and will not constitute a claim against the Depositor to the extentthat the Depositor does not have funds sufficient to make payment of suchobligations. In furtherance of and not in derogation of the foregoing, theOwner Trustee, by entering into or accepting this Agreement, acknowledges andagrees that it has no right, title or interest in or to the Other Assets of theDepositor. To the extent that, notwithstanding the agreements and provisionscontained in the preceding sentence, the Owner Trustee either (i) asserts aninterest or claim to, or benefit from, Other Assets, or (ii) is deemed to haveany such interest, claim to, or benefit in or from Other Assets, whether byoperation of law, legal process, pursuant to applicable provisions ofinsolvency laws or otherwise (including by virtue of Section 1111(b) of theBankruptcy Code or any successor provision having similar effect under theBankruptcy Code), then the Owner Trustee further acknowledges and agrees thatany such interest, claim or benefit in or from Other Assets is and will beexpressly subordinated to the indefeasible payment in full, which, under theterms of the relevant documents relating to the securitization or conveyance ofsuch Other Assets, are entitled to be paid from, entitled to the benefits of,or otherwise secured by such Other Assets (whether or not any such entitlementor security interest is legally perfected or otherwise entitled to a priorityof distributions or application under applicable law, including insolvencylaws, and whether or not asserted against the Depositor), including the paymentof post-petition interest on such other obligations and liabilities. Thissubordination agreement will be deemed a subordination agreement within themeaning of Section 510(a) of the Bankruptcy Code. The Owner Trustee furtheracknowledges and agrees that no adequate remedy at law exists for a breach ofthis Section 8.2(b) and the terms of this Section 8.2(b) may beenforced by an action for specific performance. The provisions of this Section8.2(b) will be for the third party benefit of those entitled to relythereon and will survive the termination of this Agreement.

###  

## **Section8.3**            **Payments to the Owner Trustee**.

##  

Any amounts paid to the Owner Trustee in itsindividual capacity pursuant to this Article VIII shall be deemed not tobe a part of the Owner Trust Estate immediately after such payment.

 

# **Article IXTermination**

# ** **

## **Section9.1**            **Termination of Trust Agreement**.

##  

### (a)           TheTrust shall dissolve at the earlier of (i) the payment to the Noteholders, theDepositor and the Insurer of all amounts required to be paid to them pursuantto the terms of the Indenture, the Sale and Allocation Agreement, the InsuranceAgreement and Article V herein or (ii) the Payment Date next succeedingthe month which is one year after the

 

23

----

 

### maturity or other liquidation of the last Contract andthe disposition of any amounts received upon liquidation of any propertyremaining in the Trust; provided, however, in each case, that thePolicy shall have been terminated in accordance with its terms and returned tothe Insurer for cancellation. The bankruptcy, liquidation, dissolution, deathor incapacity of the Depositor shall not operate to terminate or dissolve thisAgreement or the Trust, entitle the Depositor’s legal representatives or heirsto claim an accounting or to take any action or proceeding in any court for apartition or winding up of all or any part of the Trust or Owner Trust Estateor otherwise affect the rights, obligations and liabilities of the partieshereto.

###  

### (b)           TheDepositor shall not be entitled to revoke or terminate the Trust.

###  

### (c)           Noticeof any dissolution of the Trust, specifying the Payment Date upon which theDepositor shall surrender the Certificate to the Paying Agent with respect tothe Certificate for payment of the final distribution and cancellation, shallbe given by the Owner Trustee by letter to the Depositor mailed within five (5)Business Days of receipt by the Owner Trustee of written notice of suchdissolution from the Servicer, stating (i) the Payment Date upon or withrespect to which final payment of the Certificate shall be made uponpresentation and surrender of the Certificate at the office of the Paying Agenttherein specified, (ii) the amount of any such final payment and (iii) that theRecord Date otherwise applicable to such Payment Date is not applicable,payments being made only upon presentation and surrender of the Certificate atthe office of the Paying Agent therein specified. The Owner Trustee shall givesuch notice to the Certificate Registrar (if other than the Owner Trustee) andthe Paying Agent with respect to the Certificate at the time such notice isgiven to the Depositor. Upon presentation and surrender of the Certificate, thePaying Agent with respect to the Certificate shall cause to be distributed tothe Depositor amounts distributable on such Payment Date pursuant to Section5.2. In the event that the Depositor shall not surrender the Certificatefor cancellation within six (6) months after the date specified in the abovementioned written notice, the Owner Trustee shall give a second written noticeto the Depositor to surrender the Certificate for cancellation and receive thefinal distribution with respect thereto. If within one year after the secondnotice the Certificate shall not have been surrendered for cancellation, theOwner Trustee may take appropriate steps, or may appoint an agent to takeappropriate steps, to contact the Depositor concerning surrender of theCertificate and the cost thereof shall be paid out of the funds and otherassets that shall remain subject to this Agreement. Subject to applicableescheat laws, any funds remaining in the Trust after exhaustion of suchremedies shall be distributed by the Paying Agent with respect to theCertificate to the holder of the Certificate.

###  

### (d)           Uponthe completion of the winding up of the Trust, the Owner Trustee, at thewritten direction of the Administrator, shall cause the Certificate of Trust tobe canceled by filing a certificate of cancellation with the Secretary of Statein accordance with the provisions of Section 3810 of the Statutory Trust Act,and thereupon, this Agreement shall terminate.

###  

## **Section9.2**            **Notification Regarding Bankruptcy of the Depositor**.

##  

Promptly after the occurrence of any Insolvency Eventwith respect to the Depositor, (a) the Depositor shall give the OwnerTrustee, the Indenture Trustee and the Insurer written

 

24

----

 

notice of such InsolvencyEvent, (b) the Owner Trustee shall, upon receipt of such written notice fromthe Depositor, give prompt written notice to the Indenture Trustee of theoccurrence of such event and (c) the Indenture Trustee shall, upon receipt ofsuch written notice from the Depositor or the Owner Trustee, give promptwritten notice to the Noteholders of the occurrence of such event.

 

# **Article XSuccessor Owner Trustees and Additional Owner Trustees**

# ** **

## **Section10.1**         **Eligibility Requirements for Owner Trustee**.

##  

The Owner Trustee shall at all times (a) be a Personsatisfying the provisions of Section 3807(a) of the Statutory Trust Act, (b) beauthorized to exercise corporate trust powers, (c) have or have a parent thathas a combined capital, surplus and undivided profits of at least $50,000,000 andbe subject to supervision or examination by federal or state authorities and(d) have (or have a parent that has) a long-term debt rating of investmentgrade by each of the Rating Agencies or otherwise be acceptable to each of theRating Agencies and the Insurer (provided that no Insurer Default shall haveoccurred and be continuing). If such Person shall publish reports of conditionat least annually, pursuant to law or to the requirements of the aforesaidsupervising or examining authority, then for the purpose of this Section10.1 the combined capital and surplus of such Person shall be deemed to beits combined capital and surplus as set forth in its most recent report ofcondition so published. If at any time the Owner Trustee shall cease to beeligible in accordance with the provisions of this Section 10.1, theOwner Trustee shall resign immediately in the manner and with the effectspecified in Section 10.2.

 

## **Section10.2**         **Resignation or Removal of Owner Trustee**.

##  

The Owner Trustee may at any time resign and bedischarged from the trusts hereby created by giving written notice thereof tothe Administrator and the Insurer. Upon receiving such notice of resignation,the Administrator shall promptly appoint a successor Owner Trustee, with theconsent of the Insurer, by written instrument, in duplicate, one copy of whichinstrument shall be delivered to the resigning Owner Trustee and one copy tothe successor Owner Trustee. If no successor Owner Trustee shall have been soappointed and have accepted appointment within thirty (30) days after thegiving of such notice of resignation, the resigning Owner Trustee may petitionany court of competent jurisdiction at the expense of the Administrator for theappointment of a successor Owner Trustee.

 

If at any time the Owner Trustee shall cease to beeligible in accordance with the provisions of Section 10.1 and shallfail to resign after written request therefor by the Administrator, or if atany time the Owner Trustee shall be legally unable to act, or shall be adjudgedbankrupt or insolvent, or a receiver of the Owner Trustee or of its propertyshall be appointed, or any public officer shall take charge or control of theOwner Trustee or of its property or affairs for the purpose of rehabilitation,conservation or liquidation, then the Administrator may remove the OwnerTrustee. If the Administrator shall remove the Owner Trustee under theauthority of the immediately preceding sentence, the Administrator shallpromptly appoint a successor Owner Trustee, with the consent of the Insurer, bywritten

 

25

----

 

instrument, in duplicate,one copy of which instrument shall be delivered to the removed Owner Trusteeand one copy to the successor Owner Trustee.

 

Any resignation or removal of the Owner Trustee andappointment of a successor Owner Trustee pursuant to this Section 10.2shall not become effective until either (a) acceptance of appointment by thesuccessor Owner Trustee pursuant to Section 10.3 and payment of allamounts owed to the outgoing Owner Trustee in its individual capacity or (b)the Trust has been dissolved pursuant to Section 9.1 hereof and allamounts received, if any, in connection with the liquidation of the Trust shallhave been distributed to the Noteholders and the Depositor and all amountsowing to the Insurer have been paid. The Administrator shall provide notice ofsuch resignation or removal of the Owner Trustee to the Indenture Trustee, theDepositor, the Noteholders and each of the Rating Agencies.

 

## **Section10.3**         **Successor Owner Trustee**.

##  

Any successor Owner Trustee appointed pursuant to Section10.2 shall execute, acknowledge and deliver to the Administrator and to itspredecessor Owner Trustee an instrument accepting such appointment under thisAgreement, and thereupon the resignation or removal of the predecessor OwnerTrustee shall become effective and such successor Owner Trustee, without anyfurther act, deed or conveyance, shall become fully vested with all the rights,powers, duties and obligations of its predecessor under this Agreement, withlike effect as if originally named as Owner Trustee. The predecessor OwnerTrustee shall, upon payment of amounts owing to it in its individual capacity,deliver to the successor Owner Trustee all documents, statements and moniesheld by it under this Agreement, and the Administrator and the predecessorOwner Trustee shall execute and deliver such instruments and do such otherthings as may reasonably be required for fully and certainly vesting andconfirming in the successor Owner Trustee all such rights, powers, duties andobligations.

 

No successor Owner Trustee shall accept appointment asprovided in this Section 10.3 unless, at the time of such acceptance,such successor Owner Trustee shall be eligible pursuant to Section 10.1.

 

Any successor Owner Trustee appointed pursuant to thisSection 10.3 shall file an amendment to the Certificate of Trust withthe Secretary of State reflecting the name and principal place of business ofsuch successor in the State of Delaware.

 

Upon acceptance of appointment by a successor OwnerTrustee pursuant to this Section 10.3, the Administrator shall mailnotice of such appointment to the Depositor, the Indenture Trustee, theNoteholders and the Rating Agencies. If the Administrator shall fail to mailsuch notice within ten (10) days after acceptance of appointment by thesuccessor Owner Trustee, the successor Owner Trustee shall cause such notice tobe mailed at the expense of the Administrator.

 

## **Section10.4**         **Merger or Consolidation of Owner Trustee**.

##  

### (a)           Ifthe Owner Trustee consolidates with, merges or converts into, or transfers allor substantially all its corporate trust business or assets to, another Person,the resulting, surviving or transferee Person without any further act shall bethe successor Owner

 

26

----

 

### Trustee; provided, however, that suchPerson must be otherwise qualified and eligible under Section 10.1. TheOwner Trustee shall provide the Rating Agencies and Insurer with prior writtennotice of any such transaction.

###  

### (b)           Ifat the time such successor or successors by consolidation, merger or conversionto the Owner Trustee shall succeed to the trusts created by this Agreement, aCertificate shall have been authenticated but not delivered, any such successorto the Owner Trustee may adopt the certificate of authentication of anypredecessor trustee and deliver the Certificate so authenticated, and in caseat that time the Certificate shall not have been authenticated, such successorto the Owner Trustee may authenticate the Certificate either in the name of anypredecessor trustee or in the name of the successor to the Owner Trustee. Inall such cases such certificate shall have the full force which the Certificateor this Agreement provide that the certificate of the Owner Trustee shall have.

###  

## **Section10.5**         **Appointment of Co-Trustee or Separate Trustee**.

##  

### (a)           Notwithstandingany other provisions of this Agreement, at any time, for the purpose of meetingany legal requirement of any jurisdiction in which any part of the Owner TrustEstate or any Financed Vehicle may at the time be located, the Administratorand the Owner Trustee acting jointly shall have the power and authority (withthe consent of the Insurer, provided that no Insurer Default shall haveoccurred and be continuing) and may execute and deliver an instrument toappoint one or more Persons approved by the Owner Trustee to act as co-trusteeor co-trustees, jointly with the Owner Trustee, or separate trustee or separatetrustees, of all or any part of the Owner Trust Estate, and to vest in suchPerson or Persons, in such capacity and for the benefit of the Depositor, suchtitle to the Owner Trust Estate, or any part thereof, and, subject to the otherprovisions of this Section 10.5, such powers, authority, duties,obligations, rights and trusts as the Administrator and the Owner Trustee mayconsider necessary or desirable. If the Administrator shall not have joined insuch appointment within fifteen (15) days after the receipt by it of a requestto do so, the Owner Trustee alone shall have the power to make suchappointment. No co-trustee or separate trustee under this Agreement shall berequired to meet the terms of eligibility as a successor trustee under Section10.1 and no notice of the appointment of any co-trustee or separate trusteeshall be required under Section 10.3.

###  

### (b)           Eachseparate trustee and co-trustee shall, to the extent permitted by law, beappointed and act subject to the following provisions and conditions:

###  

#### (i)            allrights, powers, duties and obligations conferred or imposed upon the OwnerTrustee shall be conferred or imposed upon and exercised or performed by theOwner Trustee and such separate trustee or co-trustee jointly (it beingunderstood that such separate trustee or co-trustee shall not be authorized toact separately without the Owner Trustee joining in such act), except to theextent that under any law of any jurisdiction in which any particular act oracts are to be performed the Owner Trustee shall be incompetent or unqualifiedto perform such act or acts, in which event such rights, powers, duties andobligations (including the holding of title to the Owner Trust Estate or anyportion thereof in any such jurisdiction) shall be exercised and performedsingly by such separate trustee or co-trustee, but solely at the direction ofthe Owner Trustee;

 

27

----

 

#### (ii)           notrustee under this Agreement shall be personally liable by reason of any act oromission of any other trustee under this Agreement; and

####  

#### (iii)          theAdministrator and the Owner Trustee acting jointly may at any time accept theresignation of or remove any separate trustee or co-trustee.

####  

### (c)           Anynotice, request or other writing given to the Owner Trustee shall be deemed tohave been given to each of the then separate trustees and co-trustees aseffectively as if given to each of them. Every instrument appointing anyseparate trustee or co-trustee shall refer to this Agreement and the conditionsof this Article X. Each separate trustee and co-trustee, upon itsacceptance of the trusts conferred, shall be vested with the estates orproperty specified in its instrument of appointment, either jointly with theOwner Trustee or separately, as may be provided therein, subject to all theprovisions of this Agreement, specifically including every provision of thisAgreement relating to the conduct of, affecting the liability of, or affordingprotection to, the Owner Trustee. Each such instrument shall be filed with theOwner Trustee and a copy thereof given to the Administrator.

###  

### (d)           Anyseparate trustee or co-trustee may at any time constitute the Owner Trustee,its agent or attorney-in-fact with full power and authority, to the extentpermitted by law, to do any lawful act under or in respect of this Agreement onits behalf and in its name. If any separate trustee or co-trustee shall die,become incapable of acting, resign or be removed, all of its estates,properties, rights, remedies and trusts shall vest in and be exercised by theOwner Trustee, to the extent permitted by law, without the appointment of a newor successor trustee.

###  

# **Article XIMiscellaneous**

# ** **

## **Section11.1**         **Supplements and Amendments**.

##  

### (a)           ThisAgreement may be amended from time to time by the Depositor and the OwnerTrustee in its individual capacity, with prior written notice to the RatingAgencies and the Insurer, without the consent of any of the Noteholders, andwith the prior written consent of the Insurer (if no Insurer Default shall haveoccurred and be continuing) to cure any ambiguity, to correct or supplement anyprovision herein that may be inconsistent with any other provision herein or inthe offering document used in connection with the initial sale of the Notes orfor the purpose of adding any provisions to or changing in any manner oreliminating any of the provisions in this Agreement; provided, however,that (i) such action shall not, as evidenced by an Opinion of Counselsatisfactory to the Owner Trustee and the Indenture Trustee, adversely affectin any material respect the interests of any Noteholder and (ii) an Opinion ofCounsel shall be furnished to the Owner Trustee and the Indenture Trustee tothe effect that such amendment (A) will not materially adversely affect thefederal or any Applicable Tax State income or franchise taxation of anyoutstanding Note or any Noteholder and (B) will not cause the Trust to be anassociation or publicly traded partnership taxable as a corporation for federalor any Applicable Tax State income or franchise tax purposes.

 

28

----

 

### (b)           ThisAgreement may be amended from time to time by the Depositor and the OwnerTrustee in its individual capacity, with prior written notice to the RatingAgencies and the Insurer, with the prior written consent of the Insurer (if noInsurer Default shall have occurred and be continuing) and with the consent ofthe Holders (as defined in the Indenture) of Class A Notes evidencing not lessthan 51% of the Class A Note Balance, for the purpose of adding any provisionsto, or changing in any manner or eliminating any of the provisions of thisAgreement or modifying in any manner the rights of the Noteholders; provided,however, that, subject to the express rights of the Insurer under theTransaction Documents, no such amendment shall (i) increase or reduce inany manner the amount of, or accelerate or delay the timing of, or change theallocation or priority of, collections of payments on the Contracts or distributionsthat are required to be made on any Note, or change the Class A Note Rate, or(ii) reduce the aforesaid percentage of the Class A Note Balance required toconsent to any such amendment, without the consent of all the Noteholdersaffected thereby or (iii) adversely affect the ratings of the Class A Notes bythe Rating Agencies (without giving effect to the Policy) without the consentof the Holders (as defined in the Indenture) of Class A Notes evidencing notless than 66 2/3% of the aggregate principal amount of the then outstandingClass A Notes; and, providedfurther, that (A) such action shallnot, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee,the Insurer and the Indenture Trustee, adversely affect in any material respectthe interests of any Noteholder and (B) an Opinion of Counsel shall befurnished to the Indenture Trustee, the Insurer and the Owner Trustee to theeffect that such amendment (1) will not materially adversely affect the federalor any Applicable Tax State income or franchise taxation of any outstandingNote or any Noteholder and (2) will not cause the Trust to be an association orpublicly traded partnership taxable as a corporation for federal or anyApplicable Tax State income or franchise tax purposes.

###  

### (c)           Promptlyafter the execution of any such amendment or consent, the Owner Trustee shallfurnish, at the expense of the Depositor, written notification of the substanceof such amendment or consent to the Indenture Trustee and each of the RatingAgencies.

###  

### (d)           Itshall not be necessary for the consent of the Noteholders or the IndentureTrustee pursuant to this Section 11.1 to approve the particular form ofany proposed amendment or consent, but it shall be sufficient if such consentshall approve the substance thereof. The manner of obtaining such consents (andany other consents provided for in this Agreement or in any other TransactionDocument) and of evidencing the authorization of the execution thereof shall besubject to such reasonable requirements as the Owner Trustee may prescribe.

###  

### (e)           Promptlyafter the execution of any amendment to the Certificate of Trust, the OwnerTrustee shall file such amendment or cause such amendment to be filed with theSecretary of State.

###  

### (f)            TheOwner Trustee may, but shall not be obligated to, enter into any such amendmentthat affects the Owner Trustee’s own rights, duties, liabilities or immunities(as such or in its individual capacity) under this Agreement or otherwise.

 

29

----

 

### (g)           Priorto the execution of any amendment to this Agreement or any amendment to anyother agreement to which the Trust is a party, the Owner Trustee shall beentitled to receive and shall be fully protected in relying upon an Opinion ofCounsel stating that the execution of such amendment is authorized or permittedby this Agreement and that all conditions precedent in this Agreement to theexecution and delivery of such amendment have been satisfied. Notwithstandingany other provision herein or elsewhere, no amendment, supplement, waiver orconsent of or with respect to any other Transaction Document that affects anyright, power, authority, duty, benefit, protection, privilege, immunity orindemnity of the Owner Trustee (as such or in its individual capacity) shall bebinding on the Owner Trustee (as such or in its individual capacity) unless theOwner Trustee (as such and in its individual capacity) shall have expresslyconsented thereto in writing.

###  

## **Section11.2**         **No Legal Title to Owner Trust Estate in theDepositor**.

##  

The Depositor shall not have legal title to any partof the Owner Trust Estate. The Depositor shall be entitled to receivedistributions with respect to its undivided beneficial interest therein only inaccordance with Articles V and IX. No transfer, by operation oflaw or otherwise, of any right, title or interest of the Depositor in and toits beneficial interest in the Owner Trust Estate shall operate to terminate ordissolve this Agreement, the Trust, or the trusts hereunder or entitle anytransferee to an accounting or to the transfer to it of legal title to any partof the Owner Trust Estate.

 

## **Section11.3**         **Limitation on Rights of Others**.

##  

The provisions of this Agreement are solely for thebenefit of the Owner Trustee (as such and in its individual capacity), theInsurer, the Depositor, the Administrator, the Servicer, the IndemnifiedParties and, to the extent expressly provided herein, the Indenture Trustee andthe Noteholders, and nothing in this Agreement or the Certificate, whetherexpress or implied, shall be construed to give to any other Person any legal orequitable right, remedy or claim in the Owner Trust Estate or under or inrespect of this Agreement or any covenants, conditions or provisions containedherein.

 

## **Section11.4**         **Notices**.

##  

All demands, requests, directions, instructions,notices and other communications under this Agreement shall be in writing,personally delivered, sent by telecopier, overnight courier or mailed bycertified mail, return receipt requested, and shall be deemed to have been dulygiven upon receipt 1. in the case of the Owner Trustee, at the Corporate TrustOffice, with a copy to Wells Fargo Delaware Trust Company, 919 North MarketStreet, Suite 700, Wilmington, DE 19801, Attention:  Corporate Trust Administration, 2. in thecase of the Depositor, at the following address: 675 Bering Drive, Suite 710,Houston, Texas 77057, 3. in the case of the Indenture Trustee, at the followingaddress: Sixth Street and Marquette Avenue MAC N9311-161, Minneapolis,Minnesota 55479, Attention: Corporate Trust Services - Asset-BackedAdministration, 4. in the case of Moody’s, at the following address: Moody’sInvestors Service, Inc., 99 Church Street, 4th Floor, New York, New York 10007,ServicerReports@moodys.com, Attn: Yan Yan, with an additional copy to Moody’sInvestors Service, Inc., 99 Church Street, 4th Floor, New York, New York 10007,Attn: ABS Monitoring Department, 5. in the case of S&P, if

 

30

----

 

available electronically,at Servicer_reports@sandp.com, and if not available electronically, at thefollowing address: Standard & Poor’s Ratings Services, a division of TheMcGraw-Hill Companies, Inc., 55 Water Street, 43rd Floor, New York, New York10041, Attention: ABS Surveillance Group, and 6. in the case of the Insurer, atthe following address: MBIA Insurance Corporation, 113 King Street, Armonk, NewYork 10504, Attention: Insured Portfolio Management, Structured Finance.

 

## **Section11.5**         **Severability**.

##  

If any provision of this Agreement or the Certificateshall be held for any reason whatsoever invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions of thisAgreement and the Certificate shall not in any way be affected or impairedthereby.

 

## **Section11.6**         **Separate Counterparts**.

##  

This Agreement may be executed in any number ofcounterparts, each of which counterparts when so executed shall be deemed to bean original, and all of which counterparts shall together constitute but oneand the same instrument.

 

## **Section11.7**         **Successors and Assigns**.

##  

All covenants and agreements in this Agreement shallbe binding upon, and inure to the benefit of the Depositor, the Insurer and theOwner Trustee (as such and in its individual capacity) and its successors asherein provided.

 

## **Section11.8**         **Covenants of the Depositor**.

##  

The Depositor shall not at any time institute againstthe Trust, or join in any institution against the Trust of, any bankruptcy,reorganization, arrangement, insolvency or liquidation proceedings, or otherproceedings under any United States federal or state bankruptcy or similar lawin connection with any obligations relating to the Notes, this Agreement or anyof the other Transaction Documents.

 

## **Section11.9**         **No Petition**.

##  

The Owner Trustee (not in its individual capacity butsolely as Owner Trustee), by entering into this Agreement, and the Depositor,the Indenture Trustee and each Noteholder, by accepting the benefits of thisAgreement, hereby covenant and agree and shall be deemed to covenant and agreethat they will not at any time institute against or knowingly or intentionallycooperate or encourage any other Person in instituting against, the Depositoror the Trust, in any, bankruptcy, reorganization, arrangement, insolvency orliquidation proceedings, or other proceedings under any United States federalor state bankruptcy or similar law in connection with any obligations relatingto the Notes, this Agreement or any of the other Transaction Documents.

 

31

----

 

## **Section11.10**       **Headings**.

##  

The Article and Section headings herein and the Tableof Contents are for convenience only and shall not define or limit any of theterms or provisions hereof.

 

## **Section11.11**       **Governing Law**.

##  

This Agreement shall be construed in accordance withthe laws of the State of Delaware and the obligations, rights and remedies ofthe parties under this Agreement shall be determined in accordance with suchlaws.

 

## **Section11.12**       **Amendment of Trust Agreement**.

##  

This Agreement amends, restates and replaces in itsentirety the Original Trust Agreement.

 

## **Section11.13**       **Owner Trustee Presumption**.

##  

For all purposes, the Owner Trustee shall be entitledto presume (and shall be fully protected in presuming) that no Insurer Defaulthas occurred or exists unless a Responsible Officer of the Owner Trustee hasobtained actual knowledge or received written notice to the contrary.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

32

----

 

IN WITNESS WHEREOF, the parties hereto have causedthis Trust Agreement to be duly executed by their respective officers,thereunto duly authorized and duly attested, all as of the day and year firstabove written.

 
|   | FIRST INVESTORS  AUTO FUNDING CORPORATION, |
|--------|--------------------------------------------|
|   | as Depositor                               |
|   |                                       |
|   | By:                                        |   |   |
|   | Name:                                      |   |   |
|   | Title:                                     |   |   |
|   |                                       |
|   |                                       |
|   | WELLS FARGO  DELAWARE TRUST COMPANY,       |
|   | as Owner Trustee                           |
|   |                                       |
|   | By:                                        |   |   |
|   | Name:                                      |   |   |
|   | Title:                                     |   |   |
|        |                                            |  |  |  |  |

 

----

 

Exhibit A

Form of Certificate

 

**THIS CERTIFICATEOR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED,ASSIGNED, EXCHANGED OR CONVEYED**

** **

FIRST INVESTORS AUTO OWNER TRUST 2006-A

 

CERTIFICATE

 

Evidencing a beneficial interest in the property ofthe Trust, as defined below, which property includes a pool of retailinstallment sales contracts secured by new and used automobiles and light-dutytrucks sold to the Trust by First Investors Auto Funding Corporation. Theproperty of the Trust has been pledged to the Indenture Trustee pursuant to theIndenture to secure the payment of the Notes issued thereunder.

 

(This Certificate does not represent an interest in orobligation of First Investors Auto Funding Corporation, Wells Fargo DelawareTrust Company, First Investors Financial Services, Inc. or any of theirrespective affiliates, except to the extent described below.)

 

THIS CERTIFIES THAT First Investors Auto FundingCorporation is the registered owner of a beneficial interest in First InvestorsAuto Owner Trust 2006-A (the “*Trust*”)formed by First Investors Auto Funding Corporation, a Delaware company (the “*Depositor*”).

 

The Trust was created pursuant to an initial TrustAgreement, dated as of January 4, 2006 as amended by the Amended and RestatedTrust Agreement (as further amended, supplemented or otherwise modified and ineffect from time to time, the “*TrustAgreement*”),by and between the Depositor and Wells Fargo Delaware Trust Company, as ownertrustee (the “Owner Trustee”), a summary of certain of the pertinentprovisions of which is set forth below. To the extent not otherwise definedherein, the capitalized terms used herein have the meanings assigned to them inthe Trust Agreement or the Sale and Allocation Agreement, dated as of January26, 2006 (as amended, supplemented or otherwise modified and in effect fromtime to time, the “*Sale and Allocation Agreement*”),by and among the Trust, the Indenture Trustee, the Depositor and FirstInvestors Servicing Corporation, as servicer (the “*Servicer*”),as applicable.

 

This certificate is the Certificate referred to in theTrust Agreement. This Certificate is issued under and is subject to the terms,provisions and conditions of the Trust Agreement, to which Trust Agreement theholder of this Certificate, by virtue of the acceptance hereof, assents and bywhich the holder of this Certificate is bound. The property of the Trustincludes: (i) the Contracts; (ii) all amounts received on or in respect of theContracts after the applicable Cutoff Date (except interest received which isaccrued prior to the Cutoff Date); (iii) the Collection Account, the ReserveAccount, the Prefunding Account, the Class A Note Payment Account and the ClassB Note Payment Account and all amounts, securities, financial assets,investments and other property deposited in or credited to any of the foregoingand all proceeds thereof; (iv) the security interests in the Financed Vehicles;(v) all proceeds from claims on or refunds of premiums with respect to physicaldamage, theft, credit life and credit disability insurance policies andextended warranties relating to the Financed Vehicles or the related Obligors; (vi)

 

----

 

any Liquidation Proceeds;(vii) all of the Trust’s rights to the Contract Files; (viii) all of theTrust’s rights under the Servicing Agreement, the Contribution Agreement andthe Sale and Allocation Agreement to cause the Servicer, the Seller and theDepositor, respectively, to purchase Contracts affected materially andadversely by breaches of the representations and warranties of the Servicermade in the Servicing Agreement; and (ix) all present and future claims,demands, causes of action and chooses in action in respect of any or all of theforegoing and all payments on or under and all proceeds of every kind andnature whatsoever in respect of any or all of the foregoing, including allproceeds of the conversion thereof, voluntary or involuntary, into cash orother liquid property, all cash proceeds, accounts, accounts receivable, notes,drafts, acceptances, chattel paper, checks, deposit accounts, insuranceproceeds, condemnation awards, rights to payment of any and every kind andother forms of obligations and receivables, instruments and other propertywhich at any time constitute all or part of or are included in the proceeds ofany of the foregoing. THE RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THETRUST HAVE BEEN PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THENOTES.

 

Under the Trust Agreement, there will be distributedon the fifteenth day of each month or, if such fifteenth day is not a BusinessDay, the next Business Day (each, a “*Payment Date*”),commencing on February 15, 2006, to the holder of this Certificate such amountto be distributed to the holder of this Certificate in accordance with the Saleand Allocation Agreement on such Payment Date. Notwithstanding the foregoing,following the occurrence and during the continuation of an Event of Defaultunder the Indenture which has resulted in an acceleration of the Notes, nodistributions will be made on the Certificate until all the Notes have beenpaid in full.

 

THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREESTHAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARESUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE SALE ANDALLOCATION AGREEMENT AND THE TRUST AGREEMENT.

 

It is the intent of the Depositor that, for purposesof federal income, state and local income tax and any other income taxes, theTrust will not be treated as an association or publicly traded partnershiptaxable as a corporation. Any person having an interest in the Certificate byacceptance of its interest in the Certificate agrees to such treatment andagrees to take no action inconsistent with such treatment.

 

The holder of this Certificate, by its acceptance ofthis Certificate or any beneficial interest therein, covenants and agrees and shallbe deemed to covenant and agree that it will not at any time institute againstor knowingly or intentionally cooperate or encourage any other Person ininstituting against the Trust, or join in any institution against the Trust,any bankruptcy, reorganization, arrangement, insolvency or liquidationproceedings, or other proceedings under any United States federal or statebankruptcy or similar law in connection with any obligations relating to theNotes, the Trust Agreement or any of the other Transaction Documents (asdefined in the Trust Agreement).

 

Distributions on this Certificate will be made asprovided in the Trust Agreement by the Paying Agent by wire transfer or checkmailed to the holder of this Certificate without the

 

A-2

----

 

presentation or surrender of this Certificate or themaking of any notation hereon. Except as otherwise provided in the TrustAgreement and notwithstanding the above, the final distribution on thisCertificate will be made after due notice by the Owner Trustee of the pendencyof such distribution and only upon presentation and surrender of thisCertificate at the office or agency maintained for the purpose by the PayingAgent.

 

Unless the certificate of authentication hereon shallhave been executed by an authorized officer of the Owner Trustee, or itsauthenticating agent by manual signature, this Certificate shall not entitlethe holder of this Certificate to any benefit under the Trust Agreement or theSale and Allocation Agreement or be valid for any purpose.

 

This Certificate shall be construed in accordance withthe laws of the State of Delaware, and the obligations, rights and remedies ofthe parties hereunder shall be determined in accordance with such laws.

 

A-3

----

 

IN WITNESS WHEREOF, the Owner Trustee, on behalf ofthe Trust and not in its individual capacity, has caused this Certificate to beduly executed.

 
|   | FIRST INVESTORS AUTO OWNER TRUST 2006-A |
|--------|-----------------------------------------|
|   |                                    |
|   | By:                                     | Wells Fargo Delaware Trust Company, not in  its individual capacity but solely as Owner  Trustee |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |
|   |                                    | Title: |
|        |                                         |  |  |  |

 

 

**OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION**

 

This is the Certificate referred to in the within-mentioned TrustAgreement.

 

Dated: January     , 2006

 
| Wells Fargo Delaware Trust Company not in its individual capacity but  solely as Owner Trustee |                    |   |
|------------------------------------------------------------------------------------------------|-------------------------|--------|
|                                                                                           |                    |
| By:                                                                                            |                    |   | By: |   |   |
| Authorized Officer                                                                             | as Authenticating Agent |
|                                                                                                |                         |        |  |  |  |  |

 

A-4

----

 

**Exhibit B**

**Certificate of Trust**

** **

**[Copy of Filed Certificate To BeAttached]**

 

----