**Exhibit10.111**

 

 

FIRST INVESTORS AUTOOWNER TRUST 2003-A

As Issuer,

 

WELLS FARGO BANKMINNESOTA, NATIONAL ASSOCIATION

As Indenture Trustee andCustodian

 

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INDENTURE

Dated as of November 20,2003

 

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$139,661,000  2.58% Class A Asset-Backed Notes

$5,065,890.91 Class BAsset-Backed Notes

 

 

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TABLE OF CONTENTS

 
| Article  I  | Definitions    |                                                  |
|-------------|----------------|-------------------------------------------------------|
|        | Section 1.1.   | Definitions.                                          |   |
|        | Section 1.2.   | Rules of Construction.                                |   |
|        |           |                                                  |   |
| Article  II | The  Notes     |                                                  |
|        | Section 2.1.   | Form.                                                 |   |
|        | Section 2.2.   | Execution, Authentication and Delivery.               |   |
|        | Section 2.3.   | Temporary Class A Notes.                              |   |
|        | Section 2.4.   | Tax Treatment.                                        |   |
|        | Section 2.5.   | Registration; Registration of Transfer and  Exchange. |   |
|        | Section 2.6.   | Mutilated, Destroyed, Lost or Stolen Notes.           |   |
|        | Section 2.7.   | Persons Deemed Owners.                                |   |
|        | Section 2.8.   | Payments of Interest and Principal.                   |   |
|        | Section 2.9.   | Cancellation.                                         |   |
|        | Section 2.10.  | Release of  Collateral.                               |   |
|        | Section 2.11.  | Book-Entry.                                           |   |
|        | Section 2.12.  | Notices to  Clearing Agency.                          |   |
|        | Section 2.13.  | Definitive Notes.                                     |   |
|        | Section 2.14.  | Authenticating  Agents.                               |   |
|        | Section  2.15. | Restrictions  on Transfers of Class A Notes.          |   |
|        | Section  2.16. | Restrictions  on Transfers of Class B Notes.          |   |
|        |           |                                                  |   |
| Article III | Covenants      |                                                  |
|        | Section 3.1.   | Payment Covenant.                                     |   |
|        | Section  3.2.  | Maintenance  of Office or Agency.                     |   |
|        | Section  3.3.  | Money  for Payments to be Held in Trust.              |   |
|        | Section 3.4.   | Existence.                                            |   |
|        | Section 3.5.   | Protection of  Trust Estate.                          |   |
|        | Section 3.6.   | Opinions as  to Trust Estate.                         |   |
|        | Section 3.7.   | Performance of  Obligations.                          |   |
|        | Section 3.8.   | Negative Covenants.                                   |   |
|        | Section  3.9.  | Annual  Statement as to Compliance.                   |   |
|        | Section 3.10.  | Issuer May Not  Merge.                                |   |
|        | Section 3.11.  | [Reserved].                                           |   |
|        | Section 3.12.  | Successor.                                            |   |
|        | Section 3.13.  | Servicer’s  Obligation.                          |   |
|        | Section 3.14.  | Guarantees, Loans, Advances and Other  Liabilities.   |   |
|        | Section 3.15.  | Capital  Expenditures.                                |   |
|        | Section 3.16.  | Restricted Payments.                                  |   |
|        | Section  3.17. | Notice of  Events of Default.                         |   |
|        | Section 3.18.  | Removal of  Administrator.                            |   |
|        | Section  3.19. | Further  Instruments and Acts.                        |   |
|             |                |                                                       |  |  |

 

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|        | Section 3.20.                       | Rule 144A  Information.                                                    |   |
|-------------|-------------------------------------|----------------------------------------------------------------------------|--------|
|        | Section  3.21.                      | Perfection  Representations, Warranties and Covenants.                     |   |
|        |                                |                                                                       |   |
| Article  IV | Satisfaction  and Discharge         |                                                                       |
|        | Section  4.1.                       | Satisfaction  and Discharge of Indenture.                                  |   |
|        | Section 4.2.                        | Satisfaction, Discharge and Defeasance of  the Notes.                      |   |
|        | Section 4.3.                        | Application of Trust Money.                                                |   |
|        | Section  4.4.                       | Repayment  of Monies Held by Paying Agent.                                 |   |
|        | Section  4.5.                       | Continuing  Obligations of Indenture Trustee.                              |   |
|        |                                |                                                                       |   |
| Article  V  | Remedies                            |                                                                       |
|        | Section 5.1.                        | Events of Default.                                                         |   |
|        | Section  5.2.                       | Acceleration  of Maturity; Rescission and Annulment.                       |   |
|        | Section  5.3.                       | Collection  of Indebtedness and Suits for Enforcement by Indenture Trustee |   |
|        | Section 5.4.                        | Remedies.                                                                  |   |
|        | Section  5.5.                       | Optional  Preservation of the Contracts.                                   |   |
|        | Section 5.6.                        | Limitation of Suits.                                                       |   |
|        | Section  5.7.                       | Unconditional  Rights of Noteholders to Receive Principal and Interest.    |   |
|        | Section  5.8.                       | Restoration  of Rights and Remedies.                                       |   |
|        | Section  5.9.                       | Rights  and Remedies Cumulative Rights.                                    |   |
|        | Section  5.10.                      | Delay or  Omission Not a Waiver.                                           |   |
|        | Section 5.11.                       | Control by  Noteholders.                                                   |   |
|        | Section 5.12.                       | Waiver of Past  Defaults.                                                  |   |
|        | Section 5.13.                       | Undertaking for  Costs.                                                    |   |
|        | Section  5.14.                      | Waiver  of Stay or Extension Laws.                                         |   |
|        | Section 5.15.                       | Action on Notes.                                                           |   |
|        | Section  5.16.                      | Performance  and Enforcement of Certain Obligations.                       |   |
|        |                                |                                                                       |   |
| Article  VI | The  Indenture Trustee              |                                                                       |
|        | Section 6.1.                        | Duties of  Indenture Trustee.                                              |   |
|        | Section 6.2.                        | Rights of  Indenture Trustee.                                              |   |
|        | Section  6.3.                       | Individual  Rights of Indenture Trustee.                                   |   |
|        | Section  6.4.                       | Indenture  Trustee’s Disclaimer.                                      |   |
|        | Section 6.5.                        | Notice of Default.                                                         |   |
|        | Section  6.6.                       | Reports  by Indenture Trustee to Holders.                                  |   |
|        | Section 6.7.                        | Compensation  and Indemnity.                                               |   |
|        | Section  6.8.                       | Replacement  of Indenture Trustee.                                         |   |
|        | Section  6.9.                       | Appointment  of Co-Indenture Trustee.                                      |   |
|        | Section  6.10.                      | Eligibility;  Disqualification.                                            |   |
|        |                                |                                                                       |   |
| Article VII | Noteholders’ Lists and Reports |                                                                       |
|        | Section 7.1.                        | Issuer to Furnish Indenture Trustee Names  and Addresses of Noteholders.   |   |
|        | Section 7.2.                        | Preservation of Information; Communications  to Noteholders.               |   |
|        | Section 7.3.                        | Fiscal Year.                                                               |   |
|             |                                     |                                                                            |        |  |  |

 

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| Article VIII | Accounts, Disbursements and Releases |                                                     |
|--------------|--------------------------------------|----------------------------------------------------------|
|         | Section 8.1.                         | Collection of Money Collection.                          |   |
|         | Section 8.2.                         | Trust Accounts.                                          |   |
|         | Section 8.3.                         | General Provisions Regarding Accounts.                   |   |
|         | Section 8.4.                         | Release of Trust Estate.                                 |   |
|         | Section 8.5.                         | Opinion of Counsel.                                      |   |
|         |                                 |                                                     |   |
| Article  IX  | Supplemental  Indentures             |                                                     |
|         | Section 9.1.                         | Supplemental Indentures Without Consent of  Noteholders. |   |
|         | Section 9.2.                         | Supplemental Indentures with Consent of  Noteholders.    |   |
|         | Section 9.3.                         | Execution of Supplemental Indentures.                    |   |
|         | Section 9.4.                         | Effect of Supplement Indenture.                          |   |
|         | Section 9.5.                         | Reference in Notes to Supplemental  Indentures.          |   |
|         |                                 |                                                     |   |
| Article  X   | Redemption  of Notes                 |                                                     |
|         | Section 10.1.                        | Redemption.                                              |   |
|         | Section 10.2.                        | Form of Redemption Notice.                               |   |
|         | Section 10.3.                        | Notes Payable on Redemption Date.                        |   |
|         |                                 |                                                     |   |
| Article  XI  | Miscellaneous                        |                                                     |
|         | Section 11.1.                        | Compliance Certificates and Opinions, etc.               |   |
|         | Section 11.2.                        | Form of Documents Delivered to Indenture  Trustee.       |   |
|         | Section 11.3.                        | Acts of Noteholders.                                     |   |
|         | Section 11.4.                        | Notices, etc, to Indenture Trustee.                      |   |
|         | Section 11.5.                        | Notices to Noteholders; Waiver Notices to  Noteholders.  |   |
|         | Section 11.6.                        | Alternate Payment and Notice Provisions.                 |   |
|         | Section 11.7.                        | Effect of Headings and Table of Contents.                |   |
|         | Section 11.8.                        | Successors and Assigns.                                  |   |
|         | Section 11.9.                        | Severability.                                            |   |
|         | Section 11.10.                       | Benefits of Indenture.                                   |   |
|         | Section 11.11.                       | Legal Holiday.                                           |   |
|         | Section 11.12.                       | Governing Law.                                           |   |
|         | Section 11.13.                       | Counterparts.                                            |   |
|         | Section 11.14.                       | Recording of Indenture.                                  |   |
|         | Section 11.15.                       | Trust Obligation.                                        |   |
|         | Section 11.16.                       | No Petition.                                             |   |
|         | Section 11.17.                       | Inspection.                                              |   |
|         | Section 11.18.                       | Certain Matters Regarding the Insurer.                   |   |
|         | Section 11.19.                       | Acknowledgment of Multiple Roles.                        |   |
|              |                                      |                                                          |  |  |

 

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| Schedules   |                                                  |
|-------------|-------------------------------------------------------|
|        |                                                  |
| Schedule  A | Perfection  Representations, Warranties and Covenants |

 
| Exhibits    |                             |
|-------------|----------------------------------|
|        |                             |
| Exhibit A-1 | Form of Class  A Notes           |
| Exhibit A-2 | Form of Class  B Notes           |
| Exhibit  B  | Request for  Release of Contract |

 

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INDENTURE, dated as of November 20, 2003 (as amended,supplemented or otherwise modified and in effect from time to time, this “*Indenture*”),between FIRST INVESTORS AUTO OWNER TRUST 2003-A, a Delaware statutory trust(the “*Issuer*”),and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national bankingassociation, not in its individual capacity but solely as indenture trustee andas custodian (in such capacities, the “*Indenture Trustee*” and the “*Custodian*”).

 

Each party agrees as follows for the benefit of theother party and for the benefit of the Noteholders:

 

**GRANTING CLAUSE**

 

The Issuer hereby Grants to the Indenture Trustee onthe Closing Date, for the benefit of the Noteholders and the Insurer, all ofthe Issuer’s right, title and interest in, to and under, whether now owned orexisting or hereafter acquired or arising (i) the Contracts listed in theContract Schedule as of the Closing Date (the “Initial Contracts”) andthe Additional Contracts; (ii) all amounts received on or in respect of theContracts after the applicable Cutoff Dates (except interest received whichaccrued before such Cutoff Dates); (iii) the security interests in the FinancedVehicles granted by the Obligors pursuant to the Contracts; (iv) all proceedsfrom claims on or refunds of premiums with respect to any physical damage,credit life or credit disability insurance policies covering the FinancedVehicles or the Obligors; (v) any Liquidation Proceeds; (vi) all of theIssuer’s rights to the Contract Files; (vii) the Collection Account, theReserve Account, the Prefunding Account, the Class A Note Payment Account andthe Class B 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; (viii) all of the Issuer’s rights under the Sale andAllocation Agreement, the Contribution Agreement and the Servicing Agreement,including the right of the Issuer to cause the Depositor, Seller or theServicer, as applicable, to repurchase Contracts from the Issuer and (ix) allpresent and future claims, demands, causes of action and choses in action inrespect of any or all of the foregoing and all payments on or under and allproceeds of every kind and nature whatsoever in respect of any or all of theforegoing, including all proceeds of the conversion thereof, voluntary orinvoluntary, into cash or other liquid property, all cash proceeds, accounts,accounts receivable, notes, drafts, acceptances, chattel paper, checks, depositaccounts, insurance proceeds, condemnation awards, rights to payment of any andevery kind and other forms of obligations and receivables, instruments and otherproperty which at any time constitute all or part of or are included in theproceeds of any of the foregoing (collectively, the “*Collateral*”).

 

The foregoing Grant is made in trust to secure thepayment of principal of and interest on, and any other amounts owing in respectof, the Notes, equally and ratably without prejudice, priority or distinction,and to secure compliance with the provisions of this Indenture, all as providedin this Indenture.

 

The Indenture Trustee, as Indenture Trustee on behalfof the Noteholders, acknowledges such Grant, accepts the trusts under thisIndenture in accordance with the provisions of this Indenture and agrees toperform its duties required in this Indenture to the best of its ability to the

 

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end that theinterests of the Noteholders and the Insurer may be adequately and effectivelyprotected.

 

# **Article I**

# ** **

# **Definitions**

# ** **

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

## ** **

### (a)           Exceptas otherwise specified herein or as the context may otherwise require, thefollowing terms shall have the respective meanings set forth below for allpurposes of this Indenture.

###  

Act:  As defined in Section 11.3(a).

 

Administration Agreement:  The Administration Agreement, dated as ofthe date hereof, by and among the Administrator, the Issuer and the IndentureTrustee, as the same may from time to time be amended, supplemented orotherwise modified and in effect.

 

Administrator:  First Investors or any successorAdministrator under the Administration Agreement.

 

Authenticating Agent:  As defined in Section 2.14.

 

Authorized Officer:  With respect to the Issuer, any officer ofthe Owner Trustee who is authorized to act for or on behalf of the OwnerTrustee in matters relating to the Issuer and who is identified on the list ofAuthorized Officers delivered by the Owner Trustee to the Indenture Trustee onthe Closing Date (as such list may be modified or supplemented from time totime thereafter) and, for so long as the Administration Agreement is in fullforce and effect, any officer of the Administrator who is authorized to act forthe Administrator in matters relating to the Issuer and to be acted upon by theAdministrator pursuant to the Administration Agreement.

 

Book-Entry Notes:  A beneficial interest in the Class A Notes,ownership and transfers of which shall be made through book entries by aClearing Agency as described in Section 2.11.

 

Certificate of Trust:  As defined in the Trust Agreement.

 

Certificate Registrar:  As defined in the Trust Agreement.

 

Class A Holder or Class ANoteholder:  The Person in whose namea Class A Note is registered in the Note Register.

 

Class A Notes:  The Class A Asset-Backed Notes issued by theIssuer pursuant to this Indenture in the initial aggregate principal amount of$139,661,000.

 

Class A Note Payment Account:  As defined in the Sale and AllocationAgreement.

 

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Class B Holder or Class BNoteholder:  The Person in whosename a Class B Note is registered in the Note Register.

 

Class B Notes:  The Class B Asset-Backed Notes issued by theIssuer pursuant to this Indenture in the initial aggregate principal amount of$5,065,890.91.

 

Clearing Agency:  An organization registered as a “clearingagency” pursuant to Section 17A of the Exchange Act.

 

Clearing Agency Participant:  A broker, dealer, bank, other financialinstitution or other Person for whom from time to time a Clearing Agencyeffects book-entry transfers and pledges of securities deposited with theClearing Agency.

 

Closing Date:  November 20, 2003.

 

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

 

Collateral:  As defined in the Granting Clause ofthis Indenture.

 

Commission:  The Securities and Exchange Commission.

 

Custodian:  Wells Fargo Bank Minnesota, National Association, not in itsindividual capacity but solely as custodian, as specified herein.

 

Default:  Any event that, with notice or the lapse of time or both, wouldbecome an Event of Default.

 

Definitive Notes:  As defined in Section 2.11.

 

Depositor:  As defined in the Trust Agreement.

 

Depositor Account:  As defined in the Trust Agreement.

 

Event of Default:  As defined in Section 5.1.

 

Excess Prefunding Amount:  The funds, if any, remaining in thePrefunding Account on the Prefunding Account Ending Date.

 

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

 

Executive Officer:  With respect to any corporation, the ChiefExecutive Officer, the Chief Operating Officer, the Chief Financial Officer,the President, any Executive Vice President, any Senior Vice President, anyVice President, the Secretary or the Treasurer of such corporation and withrespect to any partnership, any general partner of such partnership.

 

File Numbers:  As defined Section 6A.1(f).

 

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File Number List:  As defined in Section 6A.1(f).

 

Final Note Payment Date:  April 20, 2011.

 

First Investors:  First Investors Financial Services, Inc.

 

FISC:  First Investors Servicing Corporation, together with its successorsand assigns.

 

Fiscal Year:  The period commencing on May 1 and ending onApril 30 of the following year.

 

Grant:  To mortgage, pledge, bargain, sell, warrant, alienate, remise,release, convey, assign, transfer, create, and to grant a lien upon and asecurity interest in and right of set-off against, and to deposit, set over andconfirm pursuant to this Indenture.  AGrant of the Collateral or of any other agreement or instrument shall includeall rights, powers and options (but none of the obligations) of the grantingparty thereunder, including the immediate and continuing right to claim for,collect, receive and give receipt for principal and interest payments inrespect of the Collateral and all other monies payable thereunder, to give andreceive notices and other communications, to make waivers or other agreements,to exercise all rights and options, to bring Proceedings in the name of thegranting party or otherwise, and generally to do and receive anything that thegranting party is or may be entitled to do or receive thereunder or withrespect thereto.

 

Guaranty:  The guaranty entered into as of the date hereof by the Seller,FISC, the Back-up Servicer and the Indenture Trustee.

 

Holder or Noteholder:  A Class A Holder or Class B Holder or a ClassA Noteholder or Class B Noteholder, respectively.

 

Indemnification Agreement:  The Indemnification Agreement dated as ofNovember 13, 2003 among the Insurer, the Seller and Wachovia Capital Markets.

 

Indenture Trustee:  Wells Fargo Bank Minnesota, NationalAssociation, a national banking association, not in its individual capacity butsolely as Indenture Trustee under this Indenture, and any successor indenturetrustee under this Indenture.

 

Independent:  When used with respect to any specifiedPerson, that such Person (i) is in fact independent of the Trust, any otherobligor on the Notes, the Seller, the Servicer and any Affiliate of any of theforegoing Persons, (ii) does not have any direct financial interest or anymaterial indirect financial interest in the Trust, any such other obligor, theSeller, the Servicer or any Affiliate (other than a special purposesecuritization vehicle whose rating is based in part on its beingbankruptcy-remote) of any of the foregoing Persons and (iii) is not connected withthe Trust, any such other obligor, the Seller, the Servicer or any Affiliate ofany of the foregoing Persons as an officer, employee, promoter, underwriter,trustee, partner, director or person performing similar functions.

 

Indemnitees:  As defined in Section 6A.3(d).

 

Independent Certificate:  A certificate or opinion to be delivered tothe Indenture Trustee under the circumstances described in, and otherwisecomplying with, the applicable requirements of Section 11.1, made by anIndependent appraiser or other expert appointed by an Issuer Order and

 

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approved by the Indenture Trustee in the exercise ofreasonable care, and such opinion or certificate shall state that the signerhas read the definition of “Independent” in this Indenture and that the signeris Independent within the meaning thereof.

 

Initial Contracts:  As defined in the Granting Clause.

 

Initial Cutoff Date:  October 31, 2003.

 

Insolvency Event:  (i) the entry against the Insurer of a decreeor order by a court or agency or supervisory authority having jurisdiction inthe premises for the appointment of a trustee, conservator, receiver orliquidator in any insolvency, conservatorship, receivership, readjustment ofdebt, marshalling of assets and liabilities or similar proceedings, or for thewinding up or liquidation of the Insurer’s affairs, and the continuance of anysuch decree or under unstayed and in effect or (ii) the consent by the Insurerto the appointment of a trustee, conservator, receiver or liquidator in anyinsolvency, conservatorship, receivership, readjustment of debt, marshalling ofassets and liabilities or similar proceedings of or relating to such Insurer asof or relating to substantially all of its property, or such Insurer shalladmit in writing its liability to pay its debts generally as they become due,file a petition (or have one filed against such Insurer) to take advantage ofany applicable insolvency or reorganization statute, make an assignment for thebenefit of its creditors, or suspend (voluntarily or involuntarily) payment ofits obligations.

 

Issuer:  First Investors Auto Owner Trust 2003-A or any successor to FirstInvestors Auto Owner Trust 2003-A.

 

Issuer Order:  A written order signed in the name of theIssuer by an Authorized Officer of the Issuer and delivered to the IndentureTrustee.

 

Issuer Request:  A written request signed in the name of theIssuer by an Authorized Officer of the Issuer and delivered to the IndentureTrustee.

 

Issuer’s Certificate:  A certificate signed by an AuthorizedOfficer of the Issuer and delivered to the Indenture Trustee, which certificateshall comply with the applicable requirements of Section 11.1.

 

Losses:  As defined in Sections 6.7(a) and 6A.3(d).

 

Monthly Note Principal:  The Class A Monthly Note Principal and/orthe Class B Monthly Note Principal, as the context may require.

 

Note Balance:  At any time, the sum of the Class A NoteBalance and the Class B Note Balance.

 

Note Depository Agreement:  The agreement dated as of November 19, 2003,among the Issuer, the Indenture Trustee and The Depository Trust Company, asthe initial Clearing Agency, relating to the Class A Notes.

 

Note Payment Account:  The Class A Note Payment Account or theClass B Note Payment Account, as the case may be.

 

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Note Owner:  With respect to any Class A Noteholder of aBook-Entry Note, the Person who is the beneficial owner of such Book-Entry Noteas reflected on the books of the Clearing Agency or on the books of a Personmaintaining an account with such Clearing Agency (directly as a Clearing AgencyParticipant or as an indirect participant, in each case in accordance with therules of such Clearing Agency).

 

Note Rate:  2.58% per annum.

 

Note Register:  As defined in Section 2.5.

 

Note Registrar:  As defined in Section 2.5.

 

Noteholders:  Collectively, the Class A Noteholders andthe Class B Noteholders, it being understood that with regards to voting priorto the payment in full of the Class A Notes and the payment in full of allamounts owed to the Insurer, a majority of Class A Noteholders will not includeClass B Noteholders.

 

Notes:  Collectively, the Class A Notes and the Class B Notes, it beingunderstood that with regards to voting prior to the payment in full of theClass A Notes and the payment in full of all amounts owed to the Insurer, amajority of Class A Notes will not include Class B Notes.

 

Opinion of Counsel:  One or more written opinions of counsel whomay, except as otherwise expressly provided in this Indenture, be outsidecounsel to, the Issuer, the Seller or the Servicer and who shall be acceptableto the Indenture Trustee and the Insurer (provided that no Insurer Defaultshall have occurred and is continuing), which opinion or opinions shall beaddressed to and delivered to the Indenture Trustee as Indenture Trustee andthe Insurer (provided that no Insurer Default shall have occurred and iscontinuing), shall comply with any applicable requirements of Section 11.1and shall be in form and substance satisfactory to the Indenture Trustee.

 

Outstanding:  As of the date of determination, all Notestheretofore authenticated and delivered under this Indenture except:

 

#### (i)            Notes theretoforecanceled by the Note Registrar or delivered to the Note Registrar forcancellation;

####  

#### (ii)           Notes or portionsthereof the payment for which money in the necessary amount has beentheretofore deposited with the Indenture Trustee or any Paying Agent in trustfor the Holders of such Notes; provided, however, that if suchNotes are to be redeemed, notice of such redemption must have been duly givenpursuant to this Indenture or provision for such notice must have been made ina manner satisfactory to the Indenture Trustee; and

####  

#### (iii)          Notes in exchange for orin lieu of which other Notes have been authenticated and delivered pursuant tothis Indenture unless proof satisfactory to the Indenture Trustee is presentedthat any such Notes are held by a protected purchaser;

####  

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provided, however, that indetermining whether the Holders of the requisite Note Balance have given anyrequest, demand, authorization, direction, notice, consent or waiver hereunderor under any Transaction Document, Notes owned by the Issuer, the Seller, theServicer or any Affiliate of any of the foregoing Persons shall be disregardedand deemed not to be Outstanding, except that, in determining whether theIndenture Trustee shall be protected in relying on any such request, demand, authorization,direction, notice, consent or waiver, only Notes that a Responsible Officerknows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded asOutstanding if the pledgee establishes to the satisfaction of the IndentureTrustee the pledgee’s right so to act with respect to such Notes and that thepledgee is not the Issuer, any other obligor upon the Notes, the Seller, theServicer or any Affiliate of any of the foregoing Persons.

 

Owner Trustee:  Deutsche Bank Trust Company Delaware, aDelaware banking corporation, not in its individual capacity but solely asOwner Trustee under the Trust Agreement, and any successor owner trustee underthe Trust Agreement.

 

Paying Agent:  The Indenture Trustee or any other Personthat meets the eligibility standards for the Indenture Trustee specified in Section6.11 and is authorized by the Issuer to make payments to and distributionsfrom the Collection Account, the Prefunding Account and each Note Payment Account,including payment of principal of or interest on the Notes, on behalf of theIssuer.

 

Predecessor Note:  With respect to any particular Note, everyprevious Note evidencing all or a portion of the same debt as that evidenced bysuch particular Note.  Any Noteauthenticated and delivered under Section 2.6 in lieu of a mutilated,lost, destroyed or stolen Note shall be deemed, for purposes of thisdefinition, to evidence the same debt as the mutilated, lost, destroyed orstolen Note.

 

Prefunding Account Ending Date:  March 31, 2004.

 

Prefunding Account Payout Date:  The Payment Date in April 2004.

 

Premium Side Letter Agreement:  As defined in the Insurance Agreement.

 

Proceeding:  Any suit in equity, action at law or otherjudicial or administrative proceeding.

 

Purchase Agreement:  That Purchase Agreement, dated November 13,2003, among the Issuer, the Seller and Wachovia Capital Markets.

 

Re-Liening Trigger:  The occurrence of any Event of Default.

 

Record Date:  With respect to any Payment Date or RedemptionDate, the close of business on the Business Day preceding such Payment Date orRedemption Date; provided, however, that if Definitive Notes havebeen issued pursuant to Section 2.13, Record Date shall mean, withrespect to any Payment Date or Redemption Date, the last day of the precedingCollection Period.

 

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Redemption Date:  The Payment Date specified by the Servicerpursuant to Section 10.1 on which date the Indenture Trustee shallwithdraw any amount remaining in the Reserve Account and deposit the portion ofsuch amount payable to the Noteholders in the Note Payment Account.

 

Redemption Price:  In the case of a redemption of Notespursuant to Section 10.1, an amount equal to the unpaid principal amountof the Notes redeemed plus accrued and unpaid interest thereon.

 

Rule 144A:  Rule 144A under the Securities Act of 1933, as amended.

 

Rule 144A Information:  Such information as is specified pursuant toRule 144A(d)(4) under the Securities Act (or any successor provision thereto).

 

Sale and Allocation Agreement:  The Sale and Allocation Agreement, dated asof the date hereof, by and among the Issuer, the Servicer, the IndentureTrustee, the Securities Intermediary and the Depositor as the same may beamended, supplemented or otherwise modified and in effect from time to time.

 

Seller:  First Investors Financial Services, Inc. a Texas corporation, inits capacity as seller under the Contribution Agreement, and its successors insuch capacity.

 

Servicer:  FISC, in its capacity as servicer under the Servicing Agreement,and any Successor Servicer.

 

State:  Any of the fifty states of the United States of America or theDistrict of Columbia.

 

Successor Servicer:  As defined in the Servicing Agreement.

 

Transaction Documents:  The Servicing Agreement, the Sale andAllocation Agreement, the Contribution Agreement, the Premium Side LetterAgreement, the Trust Agreement, the Indemnification Agreement, the Certificateof Trust, this Indenture, the Administration Agreement, the Purchase Agreement,the Note Depository Agreement, the Insurance Agreement, the Policy, theGuaranty and the other documents and certificates delivered in connectiontherewith, in each case as the same may from time to time be amended, supplementedor otherwise modified and in effect.

 

Trust Accounts:  The Collection Account, the Class A NotePayment Account, the Class B Note Payment Account, the Prefunding Account, theDepositor Account and the Reserve Account.

 

Trust Estate:  All money, instruments, rights and otherproperty that are subject or intended to be subject to the lien and securityinterest of this Indenture for the benefit of the Noteholders and the Insurer(including, but not limited to, all property and interests Granted to theIndenture Trustee), including all proceeds thereof.

 

Wachovia Capital Markets:  Wachovia Capital Markets, LLC.

 

### (b)           Exceptas otherwise specified herein or as the context may otherwise require,capitalized terms used but not otherwise defined herein have the respectivemeanings set forth in,

###  

8

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### or incorporated by reference into, the Sale andAllocation Agreement for all purposes of this Indenture.

###  

## **Section1.2**.           Rules ofConstruction.

## ** **

Unless the context otherwise requires:

 

### (a)           aterm has the meaning assigned to it;

###  

### (b)           anaccounting term not otherwise defined has the meaning assigned to it inaccordance with generally accepted accounting principles as in effect from timeto time;

###  

### (c)           “or”is not exclusive;

###  

### (d)           “including”means including without limitation;

###  

### (e)           wordsin the singular include the plural and words in the plural include the singularand the masculine as well as the feminine 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; and

###  

### (g)           referencesto a Person are also to its permitted successors and assigns.

###  

# **Article II**

# ** **

# **The Notes**

# ** **

## **Section2.1**.           Form.

## ** **

### (a)           TheClass A Notes and the Class B Notes, together with the Indenture Trustee’scertificates of authentication, shall be substantially in the form set forth inExhibit A-1 and Exhibit A-2, respectively, with such appropriateinsertions, omissions, substitutions and other variations as are required orpermitted by this Indenture, and may have such letters, numbers or other marksof identification and such legends or endorsements placed thereon as may,consistently herewith, be determined by the officers executing such Notes, asevidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reversethereof, with an appropriate reference thereto on the face of the Note.

###  

### (b)           TheDefinitive Notes shall be typewritten, printed, lithographed or engraved, orproduced by any combination of these methods (with or without steel engravedborders), all as determined by the officers executing such Notes, as evidencedby their execution of such Notes.

###  

9

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### (c)           EachNote shall be dated the date of its authentication.  The terms of the Class A Notes and the Class B Notes set forth inExhibit A-1 and Exhibit A-2, respectively, hereto are part of theterms of this Indenture and are incorporated herein by reference.

###  

## **Section2.2**.           Execution,Authentication and Delivery.

## ** **

### (a)           TheNotes shall be executed on behalf of the Issuer by any of its AuthorizedOfficers.  The signatures of any suchAuthorized Officer on the Notes may be manual or facsimile.

###  

### (b)           Notesbearing the manual or facsimile signature of individuals who were at any timeAuthorized Officers of the Issuer shall bind the Issuer, notwithstanding thatsuch individuals or any of them have ceased to hold such offices prior to theauthentication and delivery of such Notes or did not hold such offices on thedate of such Notes.

###  

### (c)           TheIndenture Trustee shall, upon Issuer Order, authenticate and deliver the ClassA Notes and the Class B Notes for original issue in an aggregate principalamount of $139,661,000 and $5,065,890.91 respectively.  The Class A Note Balance and the Class BNote Balance at any time may not exceed such respective amounts except asprovided in this Indenture.

###  

### (d)           EachNote shall be dated the date of its authentication.  The Notes shall be issuable as registered Notes in minimumdenominations of $250,000 and integral multiples of $1,000 in excess thereof.

###  

### (e)           NoNote shall be entitled to any benefit under this Indenture or be valid orobligatory for any purpose unless there appears on such Note a certificate ofauthentication substantially in the form provided for herein executed by theIndenture Trustee by the manual signature of one of its authorized signatories,and such certificate upon any Note shall be conclusive evidence, and the onlyevidence, that such Note has been duly authenticated and delivered hereunder.

###  

## **Section2.3**.           TemporaryClass A Notes.

## ** **

### (a)           Pendingthe preparation of Definitive Notes, if Definitive Notes are to be prepared inaccordance with Section 2.13, the Issuer may execute, and upon receipt ofan Issuer Order the Indenture Trustee shall authenticate and deliver, temporaryNotes that are printed, lithographed, typewritten, mimeographed or otherwiseproduced of the tenor of the Definitive Notes in lieu of which they are issuedand with such variations not inconsistent with the terms of this Indenture asthe officers executing such Notes may determine, as evidenced by theirexecution of such Notes.

###  

### (b)           Iftemporary Class A Notes are issued, the Issuer shall cause Definitive Notes tobe prepared without unreasonable delay. After the preparation of Definitive Notes in accordance with Section2.13, the temporary Class A Notes shall be exchangeable for DefinitiveNotes upon surrender of the temporary Class A Notes at the office or agency ofthe Issuer to be maintained as provided in Section 3.2, without chargeto the Class A Holder.  Upon surrenderfor cancellation of any one or more temporary Class A Notes, the Issuer shallexecute, and the

###  

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### Indenture Trustee shall authenticate and deliver inexchange therefor, a like principal amount of Definitive Notes of authorizeddenominations.  Until so exchanged, thetemporary Class A Notes shall in all respects be entitled to the same benefitsunder this Indenture as Definitive Notes.

###  

## **Section2.4**.           TaxTreatment.

## ** **

The Issuer has entered into this Indenture, and theClass A Notes shall be issued, with the intention that, for federal, state andlocal income and franchise tax purposes, the Class A Notes shall qualify asindebtedness of the Issuer secured by the Trust Estate.  The Issuer, by entering into this Indenture,and each Class A Noteholder, by its acceptance of a Class A Note (and each NoteOwner of a Class A Note by its acceptance of an interest in the applicableBook-Entry Note), agree to treat the Class A Notes as indebtedness of theIssuer for federal, state and local income and franchise tax purposes.

 

## **Section2.5**.           Registration;Registration of Transfer and Exchange.

## ** **

### (a)           TheIssuer shall cause to be kept a register (the “*Note Register*”) inwhich, subject to such reasonable regulations as it may prescribe, the Issuershall provide for the registration of Notes and the registration of transfersof Notes.  The Indenture Trusteeinitially shall be the registrar (the “*Note Registrar*”) for the purpose ofregistering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar,the Issuer shall promptly appoint a successor or, if it elects not to make suchan appointment, assume the duties of Note Registrar.  In addition, the Indenture Trustee hereby accepts its appointmentas Certificate Registrar, as defined in and pursuant to Section 3.4 of theTrust Agreement.

###  

### (b)           Ifa Person other than the Indenture Trustee is appointed by the Issuer as NoteRegistrar, (i) the Issuer shall give the Indenture Trustee prompt writtennotice of the appointment of such Note Registrar and of the location, or anychange in the location, of the Note Register, (ii) the Indenture Trustee shallhave the right to inspect the Note Register at all reasonable times and toobtain copies thereof and (iii) the Indenture Trustee shall have the right torely upon a certificate executed on behalf of the Note Registrar by anExecutive Officer thereof as to the names and addresses of the Noteholders andthe principal amounts and number of such Notes.

###  

### (c)           Uponsurrender for registration of transfer of any Note at the office or agency ofthe Issuer to be maintained as provided in Section 3.2, if therequirements of Section 8-401 of the Relevant UCC are met, the Issuer shallexecute, and the Indenture Trustee shall authenticate and deliver to theNoteholder making such surrender, in the name of the designated transferee ortransferees, one or more new Notes in any authorized denomination, of a likeaggregate principal amount.  TheIndenture Trustee may rely upon the Administrator with respect to thedetermination of whether the requirements of Section 8-401 of the Relevant UCCare met.

###  

### (d)           Atthe option of the Noteholder, Notes may be exchanged for other Notes of thesame class in any authorized denominations, of a like aggregate principalamount, upon surrender of the Notes to be exchanged at such office oragency.  Whenever any Notes are sosurrendered for exchange, if the requirements of Section 8-401 the Relevant UCCare met, the Issuer shall execute, and the Indenture Trustee shall authenticateand deliver to the Noteholder making such exchange, the Notes which suchNoteholder is entitled to receive.  TheIndenture

###  

11

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### Trustee may rely upon the Administrator with respectto the determination of whether the requirements of Section 8-401 of theRelevant UCC are met.

###  

### (e)           AllNotes issued upon any registration of transfer or exchange of Notes shall bethe valid obligations of the Issuer, evidencing the same debt, and entitled tothe same benefits under this Indenture, as the Notes surrendered upon suchregistration of transfer or exchange.

###  

### (f)            AllNotes presented or surrendered for registration of transfer or exchange shallbe duly endorsed by, or be accompanied by a written instrument of transfer inthe form of the Assignment attached to Exhibit A-1 or Exhibit A-2,as the case may be, satisfactory to the Indenture Trustee duly executed by, theHolder thereof or such Holder’s attorney duly authorized in writing, with suchsignature guaranteed by an “eligible guarantor institution” meeting therequirements of the Note Registrar.

###  

### (g)           Noservice charge shall be made to a Holder for any registration of transfer orexchange of Notes, but the Issuer may require payment by such Holder of a sumsufficient to cover any tax or other governmental charge that may be imposed inconnection with any registration of transfer or exchange of Notes, other thanexchanges pursuant to Section 2.3 or 9.5 not involving anytransfer.

###  

### (h)           TheIssuer shall not be required to make, and the Note Registrar need not register,transfers or exchanges of Notes selected for redemption or Notes with respectto which the due date for any payment will occur within 15 days.

###  

## **Section2.6**.           Mutilated,Destroyed, Lost or Stolen Notes.

## ** **

### (a)           If(i) any mutilated Note is surrendered to the Indenture Trustee, or theIndenture Trustee receives evidence to its satisfaction of the destruction,loss or theft of any Note, and (ii) there is delivered to the Indenture Trusteesuch security or indemnity as may be required by it to hold the Issuer and theIndenture Trustee harmless, then, in the absence of notice to the Issuer, theNote Registrar or the Indenture Trustee that such Note has been acquired by aprotected purchaser, and provided that the requirements of Section 8-405 of theRelevant UCC are met, the Issuer shall execute and the Indenture Trustee shallauthenticate and deliver, in exchange for or in lieu of any such mutilated,destroyed, lost or stolen Note, a replacement Note ; provided,however, that if any such destroyed, lost or stolen Note, but not amutilated Note, shall have become or within seven (7) days of the IndentureTrustee’s receipt of evidence to its satisfaction of such destruction, loss ortheft shall be due and payable, or shall have been called for redemption inwhole pursuant to Section 10.1, instead of issuing a replacement Note ,the Issuer may pay such destroyed, lost or stolen Note when so due or payableor upon the Redemption Date without surrender thereof.  The Indenture Trustee may rely upon theAdministrator with respect to the determination of whether the requirements ofSection 8-405 of the Relevant UCC are met. If, after the delivery of such replacement Note or payment of adestroyed, lost or stolen Note pursuant to the proviso to the precedingsentence, a protected purchaser of the original Note in lieu of which suchreplacement Note was issued presents for payment such original Note, the Issuerand the Indenture Trustee shall be entitled to recover such replacement Note(or such payment) from the Person to whom such replacement Note was deliveredor any Person taking such replacement Note from such Person to whom suchreplacement Note was delivered or any

###  

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### assignee of such Person, except a protected purchaser,and shall be entitled to recover upon the security or indemnity provided thereforto the extent of any loss, damage, cost or expense incurred by the Issuer orthe Indenture Trustee in connection therewith.

###  

### (b)           Uponthe issuance of any replacement Note under this Section 2.6, the Issuermay require the payment by the Holder of such Note of a sum sufficient to coverany tax or other governmental charge that may be imposed in connection withsuch issuance and any other reasonable expenses (including the fees andexpenses of the Indenture Trustee) related thereto.

###  

### (c)           Everyreplacement Note issued pursuant to this Section 2.6 in replacement ofany mutilated, destroyed, lost or stolen Note shall constitute an originaladditional contractual obligation of the Issuer, whether or not the mutilated,destroyed, lost or stolen Note shall be at any time enforceable by anyone, andshall be entitled to all the benefits of this Indenture equally andproportionately with any and all other Notes duly issued hereunder.

###  

### (d)           Theprovisions of this Section 2.6 are exclusive and shall preclude (to theextent lawful) all other rights and remedies with respect to the replacement orpayment of mutilated, destroyed, lost or stolen Notes.

###  

## **Section2.7**.           PersonsDeemed Owners.

## ** **

Prior to due presentation of a Note for registrationof transfer, the Issuer, the Indenture Trustee and any agent of the Issuer orthe Indenture Trustee may treat the Person in whose name such Note isregistered in the Note Register (as of the day of determination) as the ownerof such Note for the purpose of receiving payments of principal of and intereston such Note and for all other purposes whatsoever, whether or not such Noteshall be overdue, and none of the Issuer, the Indenture Trustee or any agent ofthe Issuer or the Indenture Trustee shall be affected by any notice to the contrary.

 

## **Section2.8**.           Paymentsof Interest and Principal.

## ** **

### (a)           [Reserved.]

###  

### (b)           Theprincipal of each Note shall be payable in installments on each Payment Date(unless the Notes have been declared immediately due and payable in accordancewith Section 5.2 following the occurrence of an Event of Default) in anaggregate amount equal to the applicable Monthly Note Principal for suchPayment Date in accordance with Section 3.5 of the Sale and AllocationAgreement.  The outstanding Class A NoteBalance and the outstanding Class B Note Balance shall be due and payable onthe Final Note Payment Date.  On eachPayment Date (unless the Notes have been declared immediately due and payablein accordance with Section 5.2 following the occurrence of an Event ofDefault), upon receipt of instructions from the Servicer pursuant to Section3.5(d), (e) and (f) of the Sale and Allocation Agreement, the Indenture Trusteeshall:

###  

#### (i)            apply or cause to beapplied the amount on deposit in the Class A Note Payment Account on such PaymentDate to make the following payments in the following order of priority:

####  

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##### (A)          to the Class ANoteholders, the Total Note Interest payable for such Payment Date; and

#####  

##### (B)           to the Class ANoteholders, the Class A Monthly Note Principal for that Payment Date until theprincipal amount of the Class A Notes has been paid in full.

#####  

#### (ii)           apply or cause to beapplied the amount on deposit in the Class B Note Payment Account on suchPayment Date to the Class B Noteholders, for the payment of the Class B MonthlyNote Principal for that Payment Date until the principal amount of the Class BNotes has been paid in full.

####  

### (c)           Theprincipal amount of the Notes, to the extent not previously paid, shall be dueand payable on the Final Note Payment Date.

###  

### (d)           TheClass A Notes shall accrue interest at 2.58% and such interest shall be due andpayable on each Payment Date.  The ClassB Notes shall not accrue interest. Interest on the Class A Notes shall be calculated on the basis a 360-dayyear consisting of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal,if any, payable on any Class A Note that is punctually paid or duly providedfor by the Issuer on the applicable Payment Date shall be paid to the Person inwhose name such Note (or one or more Predecessor Notes) is registered on therelated Record Date by check mailed first-class postage prepaid to suchPerson’s address as it appears on the Note Register on such Record Date; provided,however, that, unless Definitive Notes have been issued pursuant to Section2.13, with respect to Class A Notes registered on the Record Date in thename of the nominee of the Clearing Agency (initially, such nominee to be Cede& Co.), payment shall be made by wire transfer in immediately availablefunds to the account designated by such nominee, and except for the finalinstallment of principal payable with respect to such Class A Note on a PaymentDate or on the related Final Note Payment Date (and except for the RedemptionPrice for any Note called for redemption in whole pursuant to Section10.1(a) or (b)), which shall be payable as provided below.  The funds represented by any such checksreturned undelivered shall be held in accordance with Section 3.3.  The Indenture Trustee shall pay all TotalNote Interest for any Payment Date to the Noteholders on the related RecordDate even if a portion of such Total Note Interest relates to an earlierPayment Date.

###  

### (e)           Allprincipal on the Notes and, as to the Class A Notes, interest payments, shallbe made pro rata to the Noteholders of the related class.  The Indenture Trustee shall, before thePayment Date on which the Issuer expects to pay the final installment ofprincipal of and, as to the Class A Notes, interest on any Note, notify the Holder of such Note as of the relatedRecord Date of such final installment. Such notice shall be mailed or transmitted by facsimile and shallspecify that such final installment shall be payable only upon presentation andsurrender of such Note and shall specify the place where such Note may bepresented and surrendered for payment of such installment.  Notices in connection with redemption ofNotes shall be mailed to Noteholders as provided in Section 10.2.

###  

### (f)            Notwithstandingthe foregoing, the entire unpaid principal amount of the Notes shall be due andpayable, if not previously paid, on the date on which the Notes have been

###  

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### declared or have automatically become immediately dueand payable in accordance with Section 5.2 following the occurrence ofan Event of Default.  On each PaymentDate following acceleration of the Notes, upon receipt of instructions from theServicer pursuant to Section 3.5(d) of the Sale and Allocation Agreement, theIndenture Trustee shall:

###  

#### (i)            apply or cause to beapplied the amount on deposit in the Class A Note Payment Account on suchPayment Date to make the following payments in the following order of priority:

####  

##### (A)          to the Class A Noteholders,the Total Note Interest payable for such Payment Date; and

#####  

##### (B)           to the Class ANoteholders, the amount remaining on deposit in the Class A Note PaymentAccount on such Payment Date up to the Class A Note Balance.

#####  

#### (ii)           following the paymentin full of the entire Class A Note Balance, the Total Note Interest and allamounts due the Insurer, to pay or cause to be paid the amount on deposit inthe Class B Note Payment Account on such Payment Date to the Class BNoteholders, the amount remaining on deposit in the Class B Note PaymentAccount on such Payment Date up to the Class B Note Balance.

####  

## **Section 2.9.**           Cancellation.

 

All Notes surrendered for payment, registration oftransfer, exchange or redemption in whole pursuant to Section 10.1(a) or(b) shall, if surrendered to any Person other than the IndentureTrustee, be delivered to the Indenture Trustee and shall be promptly canceledby the Indenture Trustee.  The Issuermay at any time deliver to the Indenture Trustee for cancellation any Notespreviously authenticated and delivered hereunder which the Issuer may haveacquired in any manner whatsoever, and all Notes so delivered shall be promptlycanceled by the Indenture Trustee.  NoNotes shall be authenticated in lieu of or in exchange for any Notes canceledas provided in this Section 2.9, except as expressly permitted by thisIndenture.  All canceled Notes may beheld or disposed of by the Indenture Trustee in accordance with its standardretention or disposal policy as in effect at the time unless the Issuer shalldirect by an Issuer Order that they be destroyed or returned to it, providedthat such Issuer Order is timely and the Notes have not been previouslydisposed of by the Indenture Trustee.

 

## **Section 2.10.**        Release of Collateral.

## ** **

Subject to Section 11.1 and the terms of theTransaction Documents, the Indenture Trustee shall release property from thelien of this Indenture at any time before the Notes have been paid in full onlyupon receipt of an Issuer Request accompanied by an Issuer’s Certificate and anOpinion of Counsel.

 

## **Section 2.11.**        Book-Entry.

## ** **

The Class A Notes, upon original issuance, shall beissued in the form of typewritten Notes representing the Book-Entry Notes, tobe delivered to The Depository Trust Company, the

 

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initial ClearingAgency, by, or on behalf of, the Issuer. The Class A Notes representing the Book-Entry Notes shall be registeredinitially on the Note Register in the name of Cede & Co., the nominee ofthe initial Clearing Agency, and no Note Owner thereof shall receive aDefinitive Note representing such Note Owner’s interest in such Note, except asprovided in Section 2.13. Unless and until definitive, fully registeredClass A Notes (the “*Definitive Notes*”) have been issued tosuch Note Owners pursuant to Section 2.13:

 

### (a)           theprovisions of this Section 2.11 shall be in full force and effect;

###  

### (b)           theNote Registrar and the Indenture Trustee shall be entitled to deal with theClearing Agency for all purposes of this Indenture (including the payment ofprincipal of and interest on the Class A Notes and the giving of instructionsor directions hereunder) as the sole Holder of the Class A Notes, and shallhave no obligation to the Note Owners;

###  

### (c)           tothe extent that the provisions of this Section 2.11 conflict with anyother provisions of this Indenture, the provisions of this Section shallcontrol;

###  

### (d)           therights of Note Owners shall be exercised only through the Clearing Agency andshall be limited to those established by law and agreements between such NoteOwners and the Clearing Agency and/or the Clearing Agency Participants pursuantto the Note Depository Agreement; unless and until Definitive Notes are issuedpursuant to Section 2.13, the initial Clearing Agency shall makebook-entry transfers among the Clearing Agency Participants and receive andtransmit payments of principal of and interest on the Notes to such ClearingAgency Participants; and

###  

### (e)           wheneverthis Indenture requires or permits actions to be taken based upon instructionsor directions of Noteholders evidencing a specified percentage of the Class ANote Balance, the Clearing Agency shall be deemed to represent such percentageonly to the extent that it has received instructions to such effect from NoteOwners and/or Clearing Agency Participants owning or representing,respectively, such required percentage of the beneficial interest in the ClassA Notes and has delivered such instructions to the Indenture Trustee.

###  

## **Section 2.12.**        Notices to Clearing Agency.

## ** **

Whenever a notice or other communication to the ClassA Noteholders is required under this Indenture, unless and until DefinitiveNotes shall have been issued to such Note Owners pursuant to Section 2.13,the Indenture Trustee shall give all such notices and communications specifiedherein to be given to Class A Noteholders to the Clearing Agency, and shallhave no obligation to such Note Owners.

 

## **Section 2.13.**        Definitive Notes.

## ** **

If (a) the Issuer, the Administrator or the Serviceradvises the Indenture Trustee in writing that the Clearing Agency is no longerwilling or able to properly discharge its responsibilities with respect to theBook-Entry Notes and the Indenture Trustee or the Administrator is unable tolocate a qualified successor, (b) the Administrator, at its option, advises theIndenture Trustee in writing that it elects to terminate the book-entry systemthrough the Clearing Agency, (c) at any time the Clearing Agency shall nolonger be registered under the

 

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Exchange Act, orother applicable statute or regulation and, in either case, the Administratoror the Indenture Trustee, as applicable, is unable to appoint a qualifiedsuccessor or (d) after the occurrence of an Event of Default or an Event ofServicing Termination, Note Owners of the Book-Entry Notes representingbeneficial interests aggregating not less than 51% of the principal amount ofsuch Notes advise the Indenture Trustee and the Clearing Agency in writing thatthe continuation of a book-entry system through the Clearing Agency is nolonger in the best interests of such Note Owners, then the Clearing Agencyshall notify all Note Owners and the Indenture Trustee of the occurrence ofsuch event and of the availability of Definitive Notes to Note Ownersrequesting the same.  Upon surrender tothe Indenture Trustee of the typewritten Note representing the Book-Entry Notesby the Clearing Agency, accompanied by registration instructions, the Issuershall execute and the Indenture Trustee shall authenticate the Definitive Notesin accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar orthe Indenture Trustee shall be liable for any delay in delivery of suchinstructions and may conclusively rely on, and shall be protected in relyingon, such instructions.  Upon theissuance of Definitive Notes, the Indenture Trustee shall recognize the Holdersof the Definitive Notes as Noteholders.

 

## **Section 2.14.**        Authenticating Agents.

## ** **

The Indenture Trustee may appoint one or more Persons(each, an “*Authenticating Agent*”) with power to act on its behalfand subject to its direction in the authentication of Notes in connection withissuance, transfers and exchanges under Sections 2.2, 2.3, 2.5,2.6 and 2.13, as fully to all intents and purposes as though eachsuch Authenticating Agent had been expressly authorized by those Sections toauthenticate such Notes.  For allpurposes of this Indenture, the authentication of Notes by an AuthenticatingAgent pursuant to this Section 2.14 shall be deemed to be theauthentication of Notes “by the Indenture Trustee.”

 

Any corporation into which any Authenticating Agentmay be merged or converted or with which it may be consolidated, or anycorporation resulting from any merger, consolidation or conversion to which anyAuthenticating Agent shall be a party, or any corporation succeeding to all orsubstantially all of the corporate trust business of any Authenticating Agent,shall be the successor of such Authenticating Agent hereunder, without theexecution or filing of any further act on the part of the parties hereto orsuch Authenticating Agent or such successor corporation.

 

Any Authenticating Agent may at any time resign bygiving written notice of resignation to the Indenture Trustee and the OwnerTrustee.  The Indenture Trustee may atany time terminate the agency of any Authenticating Agent by giving writtennotice of termination to such Authenticating Agent and the Owner Trustee.  Upon receiving such notice of resignation orupon such a termination, the Indenture Trustee may appoint a successorAuthenticating Agent and shall give written notice of any such appointment tothe Owner Trustee.

 

The Administrator agrees to pay to each AuthenticatingAgent from time to time reasonable compensation for its services.  The provisions of Sections 2.9 and 6.4shall be applicable to any Authenticating Agent.

 

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## **Section 2.15.**        Restrictions on Transfers of Class A Notes.

## ** **

### (a)           TheClass A Notes have not been and will not be registered under the Securities Actand no Class A Note or any interest therein may be reoffered, resold, pledgedor otherwise transferred except as contemplated by the legend set forth in paragraph(d) below.  Any resale or othertransfer, or attempted resale or other transfer which is not made in compliancewith the restrictions set forth in such legend shall not be recognized by theIssuer.  Authorization of the Issuer ofa purchase, resale or transfer of a Class A Note will be granted only if madeto a qualified institutional buyer and, in each case, in accordance with theother requirements applicable to a sale of Class A Notes.  Each purchaser acknowledges and is deemed toacknowledge that no representation is made by the Issuer as to the availabilityof any exemption under the Securities Act or any state securities laws forresale of the Class A Notes and that such purchaser may be required to bear thefinancial risks of this investment for an indefinite period of time.

###  

### (b)           Eachpurchaser and any account for which such purchaser is acquiring the Class ANotes are “Qualified Institutional Buyers” (as defined in Rule 144A under theSecurities Act).  Each purchaser hassuch knowledge and experience in financial and business matters as to becapable of evaluating the merits and risks of its investment in the Class ANotes, and each purchaser and any account for which such purchaser is actingare each able to bear the economic risk of such investment.

###  

### (c)           Eachpurchaser, by its acceptance of its Class A Note, acknowledges that the Class ANotes are being sold to it pursuant to an exemption from the registrationrequirements of the Securities Act.  Nopurchaser is purchasing its Class A Notes with a view to resale, distribute ordispose of in any other manner thereof in violation of the Securities Act.  Each purchaser has had access to suchfinancial and other information concerning the Issuer and the Class A Notes asit deemed necessary or appropriate in order to make an informed investmentdecision with respect to such purchase of the Class A Notes, including anopportunity to ask questions of and request information from the Issuer.

###  

### (d)           EachClass A Note evidencing Book-Entry Notes and Definitive Notes (and all Class ANotes issued in exchange therefor or substitution thereof) shall bear a legendin substantially the following form:

###  

THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BEREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR THE APPLICABLE SECURITIES LAWS OF ANY STATE.  ACCORDINGLY, TRANSFER OF THIS CLASS A NOTE IS SUBJECT TO CERTAINRESTRICTIONS SET FORTH IN SECTION 2.15 OF THE INDENTURE.  BY ITS ACCEPTANCE OF THIS CLASS A NOTE, THEHOLDER OF THIS CLASS A NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THEINDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED INRULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CLASS A NOTE FOR ITSOWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOROTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

 

18

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NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS A NOTESHALL BE MADE UNLESS SUCH SALE, PLEDGE OR OTHER TRANSFER IS (A) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG ASTHE CLASS A NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THESECURITIES ACT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRYIS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FORITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOMNOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR(C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND ANYAPPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR IS MADE IN ACCORDANCE WITHEACH SUCH ACT AND STATE LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION OFCOUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY SALE, PLEDGE OR OTHERTRANSFER OF THIS CLASS A NOTE PURSUANT TO CLAUSES (A) OR (C) ABOVE.  ALL OPINIONS OF COUNSEL REQUIRED INCONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THEINDENTURE TRUSTEE.

 

EACH TRANSFEREE OF THIS CLASS A NOTE IS DEEMED TOREPRESENT AND WARRANT THAT, WITH RESPECT TO THE SOURCE OF FUNDS TO BE USED BYSUCH TRANSFEREE TO ACQUIRE THIS CLASS A NOTE (THE “SOURCE”) EITHER (A) SUCHSOURCE IS NOT AN “EMPLOYEE BENEFIT PLAN” (WITHIN THE MEANING OF SECTION 3(3) OFERISA), A “PLAN” (WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE CODE) OR APLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL,STATE OR LOCAL LAW, OR A PERSON USING ASSETS OF ANY SUCH PLAN, OR (B) THEACQUISITION AND HOLDING OF THIS CLASS A NOTE BY SUCH SOURCE WILL NOT CONSTITUTEOR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA,SECTION 4975 OF THE CODE OR ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL,STATE OR LOCAL LAW.

 

### (e)           Thepurchaser of a Class A Note or any interest therein understands and agrees andis deemed to understand and agree by its acceptance of its Class A Note thatthe Class A Notes and related documentation may be amended or supplemented fromtime to time to modify the restrictions on and procedures for resales and othertransfers of the Class A Notes to reflect any change in applicable law orregulation (or interpretation thereof) or in practice relating to the resale ortransfer of restricted securities generally.

###  

### (f)            TheHolders of the Class A Notes and all Note Owners of Class A Notes are bound by,and are deemed to have notice of, all provisions contained in the Indenture.

###  

### (g)           Thepurchaser of a Class A Note or any interest therein acknowledges and is deemedto acknowledge by its acceptance of such purchase that the Issuer and otherswill rely upon the truth and accuracy of the foregoing acknowledgments,representations and agreements.  If thepurchaser is acquiring any Class A Notes as a fiduciary or agent for one ormore investor

###  

19

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### accounts, it represents that it has sole investmentdiscretion with respect to each such account and that it has full power to makethe foregoing acknowledgments, representations and agreements on behalf of eachsuch account.

###  

## **Section 2.16.**        Restrictions on Transfers of Class B Notes.

## ** **

### (a)           EveryClass B Note presented or surrendered for registration of transfer or exchangeshall be duly endorsed, or be accompanied by a written instrument of transferin form satisfactory to the Indenture Trustee, duly executed by such Class BNoteholder or its attorney duly authorized in writing.

###  

### (b)           EachClass B Note shall bear a legend substantially to the following effect:

###  

THIS NOTE HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “*SECURITIESACT*”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,AGREES THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)TO AN AFFILIATE OF THE ISSUER, (2) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OR (3) IN RELIANCE ON AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUBJECT TO THE ISSUER’S ANDTHE INDENTURE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TOREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHERINFORMATION SATISFACTORY TO EACH OF THEM. ANY NOTEHOLDER WILL, AND EACH SUBSEQUENT NOTEHOLDER IS REQUIRED TO,NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERREDTO ABOVE.  THE ISSUER IS NOT OBLIGATEDTO REGISTER THIS NOTE UNDER THE 1933 ACT OR ANY STATE SECURITIES OR BLUE SKYLAWS.  TRANSFER OF THIS NOTE IS SUBJECTTO ADDITIONAL TRANSFER RESTRICTIONS CONTAINED IN SECTION 2.16 OF THEINDENTURE.

 

### (c)           NoClass B Note (or any interest therein) may be transferred (including, withoutlimitation, by pledge or hypothecation) unless such transferee executes anddelivers to the Issuer, the Insurer and the Indenture Trustee a transfercertificate certifying as to the items set forth in this Section 2.16; provided,however, that no such transferee may be an employee benefit plan, trust,annuity or account subject to ERISA or a plan described in Section 4975(E)(1)of the Code, an indenture trustee of any of the foregoing, or an entity,account or other pooled investment fund the underlying assets of which includeor are deemed to include assets of any of the foregoing.

###  

Upon the transfer of any such Class B Note, the Issuershall issue and the Indenture Trustee shall authenticate in the name of thetransferee a new Class B Note of the same aggregate principal amount as thesurrendered Class B Note.

 

### (d)           Notransfer of a Class B Note shall be permitted to the extent that such transferwould result in more than 80 Holders (within the meaning of Treasury RegulationSection

###  

### 20

### 

###  

### 1.7704-1(h))of Class B Notes and beneficial interestsin the Issuer in the aggregate.  Notransfer of a Class B Note may be made to any Person (a “pass-through entity”)that is a partnership (including any other entity treated as a partnership forincome tax purposes), S corporation or grantor trust unless such pass-throughentity is able to represent that the Class B Note represents less than 50% ofthe fair market value of all assets of such entity.  Notwithstanding the foregoing, no transfer of a Class B Noteshall made except in accordance with the restrictions set forth in theIndenture and in the form of Class B Note.

###  

# **Article III**

# ** **

# **Covenants**

# ** **

## **Section 3.1.**           Payment Covenant.

## ** **

The Issuer shall duly and punctually pay the principalof and interest, if any, on the Notes in accordance with the terms of the Notesand this Indenture, which shall be paid pursuant to Section 3.5 of the Sale andAllocation Agreement.  Amounts properlywithheld under the Code by any Person from a payment to any Noteholder ofinterest (with respect to the Class A Notes) and/or principal shall beconsidered as having been paid by the Issuer to such Noteholder for allpurposes of this Indenture.

 

## **Section 3.2.**           Maintenance of Office or Agency.

## ** **

The Issuer shall maintain in Minneapolis, Minnesota,an office or agency or appoint an agent located in Minneapolis, Minnesota whereNotes may be surrendered for registration of transfer or exchange, and wherenotices and demands to or upon the Issuer in respect of the Notes and thisIndenture may be served.  The Issuerhereby initially appoints the Indenture Trustee to serve as its agent for theforegoing purposes and the Indenture Trustee hereby accepts suchappointment.  The Issuer shall giveprompt written notice to the Indenture Trustee of the location, and of anychange in the location, of any such office or agency.  If, at any time, the Issuer shall fail to maintain any suchoffice or agency or shall fail to furnish the Indenture Trustee with theaddress thereof, such surrenders, notices and demands may be made or served atthe Corporate Trust Office, and the Issuer hereby appoints the IndentureTrustee as its agent to receive all such surrenders, notices and demands.

 

## **Section 3.3.**           Money for Payments to be Held in Trust.

## ** **

### (a)           Asprovided in Section 8.2, all payments of amounts due and payable withrespect to the Notes that are to be made from amounts withdrawn from the TrustAccounts shall be made on behalf of the Issuer by the Indenture Trustee or byanother Paying Agent, and no amounts so withdrawn from the Trust Accounts shallbe paid over to the Issuer, except as provided in this Section 3.3.

###  

### (b)           Onor before each Payment Date and Redemption Date, the Issuer shall deposit orcause to be deposited in the applicable Note Payment Account an aggregate sumsufficient to pay the amounts then becoming due under the Notes, such sum to beheld in trust for the benefit of the Persons entitled thereto, and (unless thePaying Agent is the Indenture Trustee) shall promptly notify the IndentureTrustee of its action or failure so to act.

###  

21

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### (c)           TheIssuer shall cause each Paying Agent other than the Indenture Trustee toexecute and deliver to the Indenture Trustee an instrument in which such PayingAgent shall agree with the Indenture Trustee (and if the Indenture Trustee actsas Paying Agent, it hereby so agrees), subject to the provisions of this Section3.3, that such Paying Agent shall:

###  

#### (i)            hold all sums held byit for the payment of amounts due with respect to the Notes in trust for thebenefit of the Persons entitled thereto until such sums shall be paid to suchPersons or otherwise disposed of as herein provided and pay such sums to suchPersons as herein provided;

####  

#### (ii)           give the IndentureTrustee notice of any default by the Issuer (or any other obligor upon theNotes) of which it has actual knowledge in the making of any payment requiredto be made with respect to the Notes;

####  

#### (iii)          at any time during thecontinuance of any such default, upon the written request of the IndentureTrustee, forthwith pay to the Indenture Trustee all sums so held in trust bysuch Paying Agent;

####  

#### (iv)          immediately resign as aPaying Agent and forthwith pay to the Indenture Trustee all sums held by it intrust for payment of the Notes if at any time it ceases to meet the standardsrequired to be met by a Paying Agent at the time of its appointment; and

####  

#### (v)           comply with allrequirements of the Code and any state or local tax law with respect to thewithholding from any payments made by it on the Notes of any applicablewithholding taxes imposed thereon and with respect to any applicable reportingrequirements in connection therewith.

####  

### (d)           TheIssuer may at any time, for the purpose of obtaining the satisfaction anddischarge of this Indenture or for any other purpose, by Issuer Order directany Paying Agent to pay to the Indenture Trustee all sums held in trust by suchPaying Agent, such sums to be held by the Indenture Trustee upon the sametrusts as those upon which such sums were held by such Paying Agent, and uponsuch payment by any Paying Agent to the Indenture Trustee, such Paying Agentshall be released from all further liability with respect to such sums.

###  

### (e)           Subjectto applicable laws with respect to escheat of funds, any money held by theIndenture Trustee or any Paying Agent in trust for the payment of any amountdue with respect to any Note and remaining unclaimed for two (2) years aftersuch amount has become due and payable shall be discharged from such trust andbe paid to the Issuer on Issuer Request, and the Holder of such Note shall thereafter,as an unsecured general creditor, look only to the Issuer for payment thereof(but only to the extent of the amounts so paid to the Issuer), and allliability of the Indenture Trustee or such Paying Agent with respect to suchtrust money shall thereupon cease; provided, however, that theIndenture Trustee or such Paying Agent, before being required to make any suchrepayment, shall at the expense and direction of the Issuer cause to bepublished once, in a newspaper published in the English language, customarilypublished on each Business Day and of general circulation in The City of NewYork, notice that such money remains unclaimed and that, after a date specifiedtherein, which shall not be less than thirty (30)

###  

22

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### days from the date of such publication, any unclaimedbalance of such money then remaining shall be repaid to the Issuer.  The Indenture Trustee shall also adopt andemploy, at the expense and direction of the Issuer, any other reasonable meansof notification of such repayment (including, but not limited to, mailingnotice of such repayment to Holders whose Notes have been called but have notbeen surrendered for redemption in whole pursuant to Section 10.1 orwhose right to or interest in monies due and payable but not claimed isdeterminable from the records of the Indenture Trustee or of any Paying Agentat the last address of record for each such Holder).

###  

## **Section 3.4.**           Existence.

## ** **

The Issuer shall keep in full effect its existence, rightsand franchises as a statutory trust under the laws of the State of Delaware(unless it becomes, or any successor Issuer hereunder is or becomes, organizedunder the laws of any other State or of the United States of America, in whichcase the Issuer shall keep in full effect its existence, rights and franchisesunder the laws of such other jurisdiction) and shall obtain and preserve itsqualification to do business in each jurisdiction in which such qualificationis or shall be necessary to protect the validity and enforceability of thisIndenture, the Notes, the Collateral and each other instrument or agreementincluded in the Trust Estate.

 

## **Section 3.5.**           Protection of Trust Estate.

## ** **

The Issuer shall from time to time execute, ifapplicable, and deliver all such supplements and amendments hereto and all suchfinancing statements, continuation statements, instruments of further assuranceand other instruments, and shall take such other action necessary or advisableto:

 

### (a)           maintainor preserve the lien and security interest (and the priority thereof) of thisIndenture or carry out more effectively the purposes hereof including, withoutlimitation, the filing of any financing statement or any amendment to anyexisting financing statement necessitated by Section 3.8(d)(iv);

###  

### (b)           perfect,publish notice of or protect the validity of any Grant made or to be made bythis Indenture;

###  

### (c)           enforceany of the Collateral; or

###  

### (d)           preserveand defend title to the Trust Estate and the rights of the Indenture Trustee,the Insurer and the Noteholders in the Trust Estate against the claims of allPersons.

 

The Issuer hereby designates the Indenture Trustee its agent andattorney-in-fact to execute upon a written instruction from the Issuer, theInsurer or Servicer any financing statement, continuation statement or otherinstrument required to be executed pursuant to this Section 3.5.

 

## **Section 3.6.**           Opinions as to Trust Estate.

## ** **

### (a)           Onthe Closing Date, the Issuer shall deliver to the Indenture Trustee and theInsurer an Opinion of Counsel reasonably acceptable to such parties eitherstating that, in the

###  

23

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### opinion of such counsel, such action has been takenwith respect to this Indenture and other requisite documents and with respectto the execution and filing of any financing statements and continuationstatements, as are necessary to perfect and make effective the first prioritylien and security interest in favor of the Indenture Trustee, created by thisIndenture and reciting the details of such action, or stating that, in theopinion of such counsel, no such action is necessary to make such lien andsecurity interest effective.

###  

### (b)           Onor before March 31 of each year (commencing with the year 2004), the Issuershall deliver to the Indenture Trustee and the Insurer an Opinion of Counselacceptable to such parties either stating that, in the opinion of such counsel,such action has been taken with respect to the recording, filing, re-recordingand refiling of this Indenture, any indentures supplemental hereto and anyother requisite documents and with respect to the execution and filing of anyfinancing statements and continuation statements as is necessary to maintainthe lien and security interest created by this Indenture and reciting thedetails of such action or stating that, in the opinion of such counsel, no suchaction is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describethe recording, filing, re-recording and refiling of this Indenture, anyindentures supplemental hereto and any other requisite documents and theexecution and filing of any financing statements and continuation statementsthat shall, in the opinion of such counsel, be required to maintain the lien andsecurity interest of this Indenture until March 31 in the following year.

###  

## **Section 3.7.**           Performance of Obligations.

## ** **

### (a)           TheIssuer shall not take any action and shall use its best efforts not to permitany action to be taken by others that would release any Person from any of suchPerson’s material covenants or obligations under any instrument or agreementincluded in the Trust Estate or that would result in the amendment,hypothecation, subordination, termination or discharge of, or impair thevalidity or effectiveness of, any such instrument or agreement, except asexpressly provided in this Indenture and the other Transaction Documents.

###  

### (b)           TheIssuer may contract with other Persons to assist it in performing its dutiesunder this Indenture, and any performance of such duties by a Person identifiedto the Indenture Trustee in an Issuer’s Certificate shall be deemed to beaction taken by the Issuer.  Initially,the Issuer has contracted with the Servicer and the Administrator to assist theIssuer in performing its duties under this Indenture as set forth in theServicing Agreement and the Administration Agreement.

###  

### (c)           TheIssuer shall punctually perform and observe all of its obligations andagreements contained in this Indenture, the other Transaction Documents towhich it is a party and the instruments and agreements included in the TrustEstate, including, but not limited to, filing or causing to be filed allfinancing statements and continuation statements required to be filed under theRelevant UCC by the terms of this Indenture and the Servicing Agreement inaccordance with and within the time periods provided for herein andtherein.  Except as otherwise expresslyprovided therein, the Issuer shall not waive, amend, modify, supplement orterminate any Transaction Document or any provision thereof without the consentof the Indenture Trustee, the Insurer or the Noteholders evidencing not lessthan 51% of the Note Balance.

###  

24

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### (d)           Ifthe Issuer shall have knowledge of the occurrence of an Event of ServicingTermination under the Servicing Agreement, the Issuer shall promptly notify theIndenture Trustee, the Insurer and the Rating Agencies thereof and shallspecify in such notice the action, if any, the Issuer is taking in respect ofsuch default.  If an Event of ServicingTermination shall arise from the failure of the Servicer to perform any of itsduties or obligations under the Servicing Agreement with respect to theContracts, the Issuer shall take all reasonable steps available to it to remedysuch failure.

###  

### (e)           [Reserved.]

###  

### (f)            Uponany termination of the Servicer’s rights and powers pursuant to Section 5.02of the Servicing Agreement, the Issuer shall promptly notify the IndentureTrustee and the Insurer of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuershall promptly notify the Indenture Trustee and the Insurer of suchappointment, specifying in such notice the name and address of such SuccessorServicer.

###  

### (g)           Withoutderogating from the absolute nature of the assignment granted to the IndentureTrustee under this Indenture or the rights of the Indenture Trustee hereunder,the Issuer shall not, without the prior written consent of the Insurer (if noInsurer Default shall have occurred and be continuing), the Indenture Trusteeand the Holders of not less than 51% of the Class A Note Balance, amend,modify, waive, supplement, terminate or surrender, or agree to any amendment,modification, waiver, supplement, termination or surrender of, the terms of anyCollateral (except to the extent otherwise permitted in the Servicing Agreementor the other Transaction Documents).

###  

## **Section 3.8.**           Negative Covenants.

## ** **

If any Notes are Outstanding or the Insurer has notbeen paid all amounts owed to it, the Issuer shall not:

 

### (a)           exceptas expressly permitted by this Indenture, the Trust Agreement, the ServicingAgreement or the Sale and Allocation Agreement, sell, transfer, exchange orotherwise dispose of any of the properties or assets of the Issuer, includingthose included in the Trust Estate, unless directed to do so by the IndentureTrustee with the prior written consent of the Insurer;

###  

### (b)           claimany credit on, or make any deduction from the principal or interest payable inrespect of, the Notes (other than amounts properly withheld from such paymentsunder the Code or applicable state law) or assert any claim against any presentor former Noteholder by reason of the payment of taxes levied or assessed uponthe Issuer;

###  

### (c)           dissolveor liquidate in whole or in part;

###  

### (d)           (i)permit the validity or effectiveness of this Indenture to be impaired, orpermit the lien of this Indenture to be amended, hypothecated, subordinated,terminated or discharged, or permit any Person to be released from anycovenants or obligations with respect to the Notes under this Indenture exceptas may be expressly permitted hereby, (ii) permit any lien, charge, excise,claim, security interest, mortgage or other encumbrance (other than the lien ofthis

###  

25

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### Indenture) to be created on or extend to or otherwisearise upon or burden the Trust Estate or any part thereof or any interesttherein or the proceeds thereof (other than tax liens, mechanics’ liens andother liens that arise by operation of law, in each case on any of the FinancedVehicles and arising solely as a result of an action or omission of the relatedObligor), (iii) permit the lien of this Indenture not to constitute a validfirst priority (other than as set forth in clause (ii)) security interest inthe Trust Estate, or (iv) change its name, identity or state of organization inany manner that would make any financing statement or continuation statementfiled with respect to it seriously misleading within the meaning of Section9-507 of the UCC, or cause any financing statement or continuation statementfiled with respect to it to be amended, without prior written notice to theInsurer and the Indenture Trustee;

###  

### (e)           engagein any activities other than issuing the Notes, financing, acquiring, owning,pledging and managing the Contracts as contemplated by the Servicing Agreement,the Trust Agreement, the Sale and Allocation Agreement, the Insurance Agreementand this Indenture and activities incidental to such activities; or

###  

### (f)            incur,assume or guarantee any indebtedness other than the indebtedness evidenced bythe Notes or indebtedness otherwise permitted by the Transaction Documents.

###  

## **Section 3.9.**           Annual Statement as to Compliance.

## ** **

On or before July 31 of each year (commencing with theyear 2004), the Issuer shall deliver to the Indenture Trustee and the Insureran Issuer’s Certificate stating, as to the Authorized Officer signing suchIssuer’s Certificate, that:

 

### (a)           areview of the activities of the Issuer during the preceding Fiscal Year (or, inthe case of the Issuer’s Certificate to be delivered in the year 2004, duringthe period beginning on the Closing Date and ending on April 30, 2004) and ofits performance under this Indenture has been made under such AuthorizedOfficer’s supervision; and

###  

### (b)           tothe best of such Authorized Officer’s knowledge, based on such review, theIssuer has complied with all conditions and covenants under this Indenturethroughout such preceding Fiscal Year (or, in the case of the Issuer’sCertificate to be delivered in the year 2004, during the period beginning onthe Closing Date and ending on April 30, 2004) or, if there has been a defaultin its compliance with any such condition or covenant, specifying each suchdefault known to such Authorized Officer and the nature and status thereof.

###  

## **Section 3.10.**        Issuer May Not Merge.

## ** **

### (a)           TheIssuer shall not consolidate or merge with or into any other Person unless:

###  

#### (i)            the Person (if otherthan the Issuer) formed by or surviving such consolidation or merger shall be aPerson organized and existing under the laws of the United States of America orany state thereof and shall expressly assume, by an indenture supplementalhereto, executed and delivered to the Indenture Trustee, in form satisfactoryto the Indenture Trustee, and prior to the later of (A) the Final Note PaymentDate, and (B) the date on which all amounts due to the Insurer under all of theTransaction Documents have been paid in full and the due and punctual paymentof the principal of

####  

26

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#### and interest on all Notes and the performance orobservance of every agreement and covenant of this Indenture on the part of theIssuer to be performed or observed, all as provided herein;

 

#### (ii)           immediately aftergiving effect to such transaction, no Default or Event of Default shall haveoccurred and be continuing;

####  

#### (iii)          the Rating AgencyCondition shall have been satisfied with respect to such transaction;

####  

#### (iv)          the Issuer shall havereceived an Opinion of Counsel (and shall have delivered copies thereof to theIndenture Trustee and the Insurer) to the effect that such transaction will nothave any material adverse tax consequence to the Trust, any Noteholder or any Certificateholder;

####  

#### (v)           any action as isnecessary to maintain the lien and security interest created by this Indenture,and the priority thereof, shall have been taken;

####  

#### (vi)          prior to the later of(A) the Final Note Payment Date and (B) the date on which all amounts due tothe Insurer under all of the Transaction Document have been paid in full andthe Insurer has given its prior written consent; and

####  

#### (vii)         the Issuer shall havedelivered to the Indenture Trustee and the Insurer an Issuer’s Certificate andan Opinion of Counsel each stating that such consolidation or merger and suchsupplemental indenture comply with this Section 3.10(a) and that all conditionsprecedent herein provided for relating to such transaction have been compliedwith.

####  

### (b)           Priorto the Final Note Payment Date, the Issuer shall not convey or transfer all orsubstantially all of its properties or assets.

###  

## **Section 3.11.**        [Reserved].

## ** **

## **Section 3.12.  Successor.**

## ** **

Upon any consolidation or merger of the Issuer inaccordance with Section 3.10(a), the Person formed by or surviving suchconsolidation or merger (if other than the Issuer) shall succeed to, and besubstituted for, and may exercise every right and power of, the Issuer underthis Indenture and the other Transaction Documents with the same effect as ifsuch Person had been named as the Issuer herein.

 

## **Section 3.13.**        Servicer’s Obligation.

## ** **

The Issuer shall cause the Servicer to comply with itsobligations under the Sale and Allocation Agreement and the ServicingAgreement.

 

27

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## **Section3.14**.        Guarantees,Loans, Advances and Other Liabilities.

## ** **

Except as contemplated by the Notes, this Indentureand the other Transaction Documents, the Issuer shall not make any loan oradvance or credit to, or guarantee (directly or indirectly or by an instrumenthaving the effect of assuring another’s payment or performance on anyobligation or capability of so doing or otherwise), endorse or otherwise becomecontingently liable, directly or indirectly, in connection with theobligations, stocks or dividends of, or own, purchase, repurchase or acquire(or agree contingently to do so) any stock, obligations, assets or securitiesof, or any other interest in, or make any capital contribution to, any other Person.

 

## **Section 3.15.**        Capital Expenditures.

## ** **

The Issuer shall not make any expenditure (bylong-term or operating lease or otherwise) for capital assets (either realty orpersonalty) except as may be expressly permitted by the Transaction Documents.

 

## **Section 3.16.**        Restricted Payments.

## ** **

The Issuer shall not, directly or indirectly, (a) makeany distribution (by reduction of capital or otherwise), whether in cash,property, securities or a combination thereof, to the Owner Trustee or anyowner of a beneficial interest in the Issuer or otherwise with respect to anyownership or equity interest or security in or of the Issuer or to theServicer, (b) redeem, purchase, retire or otherwise acquire for value any suchownership or equity interest or security or (c) set aside or otherwisesegregate any amounts for any such purpose; provided, however,that the Issuer may make, or cause to be made, (i) payments to the Servicer,the Indenture Trustee and the Owner Trustee as contemplated by, and to theextent funds are available for such purpose under, the Sale and AllocationAgreement, and (ii) payments with respect to the Certificate issued inaccordance with the terms of the Trust Agreement, to the extent funds areavailable for such purpose pursuant to Section 3.5(d)(xii) of the Sale andAllocation Agreement.  The Issuer shallnot, directly or indirectly, make payments to or distributions from theCollection Account except in accordance with the Sale and Allocation Agreementand the other Transaction Documents.

 

## **Section 3.17.**        Notice of Events of Default.

## ** **

The Issuer shall give the Indenture Trustee, theInsurer and the Rating Agencies prompt written notice of each Event of Defaulthereunder, each default on the part of the Seller or the Servicer of itsobligations under the Sale and Allocation Agreement.

 

## **Section 3.18.**        Removal of Administrator.

## ** **

For so long as any Notes are Outstanding, the Issuershall not remove the Administrator without cause unless the Rating AgencyCondition shall have been satisfied in connection therewith and the Insurer haspreviously consented in writing.

 

28

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## **Section 3.19.**        Further Instruments and Acts.

## ** **

Upon request of the Indenture Trustee or the Insurer,the Issuer shall execute and deliver such further instruments and do suchfurther acts as may be reasonably necessary or proper to carry out moreeffectively the purpose of this Indenture.

 

## **Section 3.20.**        Rule 144A Information.

## ** **

At any time when the Issuer is not subject to Section13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant toRule 12g3-2(b) under the Exchange Act, upon the request of any Class ANoteholder or Note Owner of a Class A Note, the Issuer shall promptly furnishor cause to be furnished Rule 144A Information to such Noteholder or Note Owneror to a prospective purchaser of a Class A Note designated by such Class ANoteholder or Note Owner, in order to permit compliance by such Noteholder orNote Owner with Rule 144A in connection with the resale of such Class A Note.

 

## **Section 3.21.**        Perfection Representations, Warranties andCovenants.

## ** **

The perfection representation, warranties andcovenants made by the Issuer and set forth on Schedule A hereto shall be partof this Indenture for all purposes.

 

# **Article IV**

# ** **

# **Satisfaction and Discharge**

# ** **

## **Section 4.1.**           Satisfaction and Discharge of Indenture.

## ** **

This Indenture shall cease to be of further effectwith respect to the Notes except as to (a) rights of registration of transferand exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes,(c) rights of Noteholders to receive payments of principal thereof and interestthereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10,3.12, 3.13, 3.15 and 3.16 and, (e) the rights,obligations and immunities of the Indenture Trustee hereunder (including therights of the Indenture Trustee under Section 6.7 and the obligations ofthe Indenture Trustee under Section 4.3), and (f) the rights ofNoteholders as beneficiaries hereof with respect to the property so depositedwith the Indenture Trustee payable to all or any of them, and the IndentureTrustee, on demand of and at the expense of the Issuer, shall execute properinstruments acknowledging satisfaction and discharge of this Indenture withrespect to the Collateral securing the Notes and the Notes, when:

 

#### (i)            either

####  

##### (A)          all Notes theretoforeauthenticated and delivered (other than (1) Notes that have been destroyed,lost or stolen and that have been replaced or paid as provided in Section2.6 and (2) Notes for whose payment money has theretofore been irrevocablydeposited in trust or segregated and held in trust by the Issuer and thereafterrepaid to the Issuer or discharged from such trust, as provided in Section3.3) have been delivered to the Indenture Trustee for

#####  

29

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##### cancellation and thePolicy has expired and has been returned to the Insurer for cancellation; or

#####  

##### (B)           all Notes nottheretofore delivered to the Indenture Trustee for cancellation have become dueand payable and the Issuer has irrevocably deposited or caused to beirrevocably deposited with the Indenture Trustee, in trust, cash or directobligations of or obligations guaranteed by the United States of America (whichwill mature prior to the date needed), in an amount sufficient to pay anddischarge the entire indebtedness on such Notes when due on the Final NotePayment Date or Redemption Date (if Notes shall have been called for redemptionpursuant to Section 10.1(a)), as the case may be;

#####  

#### (ii)           the Issuer has paid orcaused to be paid all other sums payable by the Issuer hereunder and under theother Transaction Documents;

####  

#### (iii)          the Issuer has deliveredto the Indenture Trustee and the Insurer an Issuer’s Certificate, an Opinion ofCounsel and (if required by the Indenture Trustee) an Independent Certificatefrom a firm of certified public accountants, each meeting the applicablerequirements of Section 11.1(a) and, subject to Section 11.2,each stating that all conditions precedent provided for in this Indenturerelating to the satisfaction and discharge of this Indenture have been compliedwith; and

####  

#### (iv)          the Issuer has deliveredto the Indenture Trustee an Opinion of Counsel to the effect that thesatisfaction and discharge of this Indenture pursuant to this Section 4.1will not cause any Noteholder to be treated as having sold or exchanged any ofits Notes for purposes of Section 1001 of the Code.

####  

## **Section4.2.**           Satisfaction,Discharge and Defeasance of the Notes.

## ** **

### (a)           Uponsatisfaction of the conditions set forth in subsection (b) below, theIssuer shall be deemed to have paid and discharged the entire indebtedness onall the Notes Outstanding, and the provisions of this Indenture, as it relatesto such Notes, shall no longer be in effect (and the Indenture Trustee, at theexpense of the Issuer, shall execute proper instruments acknowledging thesame), except as to:

###  

#### (i)            the rights of theNoteholders to receive, from the trust funds described in subsection (b)(i)hereof, payment of the principal of and interest on the Notes Outstanding atmaturity of such principal or interest;

####  

#### (ii)           the obligations of theIssuer with respect to the Notes under Sections 2.5, 2.6, 3.2and 3.3;

####  

#### (iii)          the obligations of theIssuer to the Indenture Trustee under Section 6.7; and

####  

#### (iv)          the rights, powers,trusts and immunities of the Indenture Trustee hereunder and the duties of theIndenture Trustee hereunder.

####  

30

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### (b)           Thesatisfaction, discharge and defeasance of the Notes pursuant to subsection(a) of this Section 4.2 is subject to the satisfaction of all of thefollowing conditions:

###  

#### (i)            the Issuer hasdeposited or caused to be deposited irrevocably (except as provided in Section4.4) with the Indenture Trustee as trust funds in trust, specificallypledged as security for, and dedicated solely to, the benefit of theNoteholders, which, through the payment of interest and principal in respectthereof in accordance with their terms will provide, not later than one dayprior to the due date of any payment referred to below, money in an amountsufficient, in the opinion of a nationally recognized firm of independentcertified public accountants expressed in a written certification thereofdelivered to the Indenture Trustee, to pay and discharge the entireindebtedness on the Notes Outstanding, for principal thereof and interestthereon to the date of such deposit (in the case of Notes that have become dueand payable) or to the maturity of such principal and interest, as the case maybe;

####  

#### (ii)           such deposit will notresult in a breach or violation of, or constitute an event of default under,any Transaction Document or other agreement or instrument to which the Issueris bound;

####  

#### (iii)          no Event of Default hasoccurred and is continuing on the date of such deposit or on the ninety-first(91st) day after such date;

####  

#### (iv)          the Issuer has deliveredto the Indenture Trustee and the Insurer an Opinion of Counsel to the effectthat the satisfaction, discharge and defeasance of the Notes pursuant to this Section4.2 will not cause any Noteholder to be treated as having sold or exchangedany of its Notes for purposes of Section 1001 of the Code; and

####  

#### (v)           the Issuer hasdelivered to the Indenture Trustee an Issuer’s Certificate and an Opinion ofCounsel, each stating that all conditions precedent provided for in thisIndenture relating to the defeasance contemplated by this Section 4.2have been complied with; and

####  

#### (vi)          all amounts then owingto the Insurer have been paid.

####  

## **Section4.3**.           Applicationof Trust Money.

## ** **

All monies deposited with the Indenture Trusteepursuant to Section 4.1 shall be held in trust and applied by theIndenture Trustee, in accordance with the provisions of the Notes and thisIndenture, to the payment, either directly or through any Paying Agent, as theIndenture Trustee may determine, to the Noteholders for the payment orredemption of which such monies have been deposited with the Indenture Trustee,of all sums due and to become due thereon for principal and interest, but suchmonies need not be segregated from other funds except to the extent requiredherein or in the Sale and Allocation Agreement or required by law.

 

## **Section 4.4.**           Repayment of Monies Held by Paying Agent.

## ** **

In connection with the satisfaction and discharge ofthis Indenture with respect to the Notes, all monies then held by any PayingAgent other than the Indenture Trustee under the

 

31

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provisions of thisIndenture with respect to such Notes shall, upon demand of the Issuer, be paidto the Indenture Trustee to be held and applied according to Section 3.3,and thereupon such Paying Agent shall be released from all further liabilitywith respect to such monies.

 

## **Section 4.5.**           Continuing Obligations of IndentureTrustee.

## ** **

It is understood that the Indenture Trustee shallremain obligated to perform its duties to make payments pursuant to Section3.5(d) of the Sale and Allocation Agreement and Sections 2.8 and 5.4(b)of this Indenture, notwithstanding anything to the contrary in this ArticleIV or elsewhere in this Indenture, until such time as all outstandingamounts have been paid pursuant to such sections.

 

# **Article V**

# ** **

# **Remedies**

# ** **

## **Section 5.1.**           Events of Default.

## ** **

“*Event of Default*” means the occurrenceof any one of the following events (whatever the reason for such event andwhether such event shall be voluntary or involuntary or be effected byoperation of law or pursuant to any judgment, decree or order of any court orany order, rule or regulation of any administrative or governmental body):

 

### (a)           defaultin the payment of any interest on any Class A Note when the same becomes dueand payable;

###  

### (b)           defaultin the payment of any principal due and payable on the Class A Notes when thesame becomes due and payable on the Final Note Payment Date;

###  

### (c)           defaultin the observance or performance of any material covenant or agreement of theIssuer, the Depositor or the Seller made in the Transaction Documents (otherthan a covenant or agreement a default in the observance or performance ofwhich is specifically dealt with elsewhere in this Section 5.1), andsuch default shall continue or not be cured for a period of thirty (30) daysafter there shall have been given, by registered or certified mail, to theIssuer by the Indenture Trustee or to the Issuer and the Indenture Trustee bythe Noteholders evidencing not less than 25% of the Class A Note Balance or theInsurer (provided that no Insurer Default shall have occurred and becontinuing), a written notice specifying such default and requiring it to beremedied and stating that such notice is a notice of Default hereunder;

###  

### (d)           anyrepresentation or warranty of the Issuer, the Depositor or the Seller made inthe Transaction Documents or in any certificate delivered pursuant hereto or inconnection herewith proving to have been incorrect in any material respect asof the time when the same shall have been made, and the circumstance orcondition in respect of which such representation or warranty was incorrectshall not have been eliminated or otherwise cured for a period of thirty (30)days after there shall have been given, by registered or certified mail, to theIssuer by the Indenture Trustee or to the Issuer and the Indenture Trustee bythe Noteholders evidencing not less than 25% of the Class A Note Balance or theInsurer (provided that no Insurer Default shall have occurred and becontinuing), a written notice specifying such incorrect representation or

###  

32

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### warranty and requiring it to be remedied and statingthat such notice is a notice of Default hereunder;

###  

### (e)           thefiling of a decree or order for relief by a court having jurisdiction in thepremises in respect of the Seller, the Issuer, the Depositor or any substantialpart of the Trust Estate in an involuntary case under any applicable federal orstate bankruptcy, insolvency or other similar law now or hereafter in effect,or appointing a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official of the Issuer or for any substantial part ofthe Trust Estate, or ordering the winding-up or liquidation of the Issuer’saffairs, and such decree or order shall remain unstayed and in effect for aperiod of sixty (60) consecutive days;

###  

### (f)            thecessation of a valid perfected first priority security interest in theContracts in favor of the Indenture Trustee which is not cured within theapplicable cure period;

###  

### (g)           themerger or consolidation (including any conveyance transaction) of the Issuerwith or into any Person regardless of the surviving entity, except as expresslypermitted hereunder;

###  

### (h)           [Reserved.];

###  

### (i)            thecommencement by the Seller, the Depositor or the Issuer of a voluntary caseunder any applicable federal or state bankruptcy, insolvency or other similarlaw now or hereafter in effect, or the consent by the Seller, the Depositor orthe Issuer to the entry of an order for relief in an involuntary case under anysuch law, or the consent by the Seller, the Depositor or the Issuer to theappointment or taking possession by a receiver, liquidator, assignee,custodian, trustee, sequestrator or similar official of the Seller, theDepositor or the Issuer or for any substantial part of the Trust Estate, or themaking by the Seller, the Depositor or the Issuer of any general assignment forthe benefit of creditors, or the failure by the Seller, the Depositor or theIssuer generally to pay its debts as such debts become due, or the taking ofany action by the Seller, the Depositor or the Issuer in furtherance of any ofthe foregoing;

###  

### (j)            anEvent of Servicing Termination shall have occurred under the ServicingAgreement;

###  

### (k)           theSeller shall have defaulted on any payment required to be made by it under anymaterial credit agreement or other loan agreement pursuant to which it hasborrowed money;

###  

### (l)            adraw shall be made under the Policy;

###  

### (m)          theInsurer shall have given notice that an Event of Default ( as defined in theInsurance Agreement) has occurred and is continuing under the InsuranceAgreement;

###  

### (n)           theaverage Delinquency Ratio for any three Collection Periods exceeds 7.0% duringthe period commencing on the Closing Date through October 2004 and theDelinquency Ratio exceeds 8.5% thereafter; and

###  

### (o)           theCumulative Net Loss Rate at any month indicated in the following table shallexceed the percentage corresponding thereto:

 

33

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| **Month**                     |   | **Cumulative  Net Loss  Rate** |   |
|-------------------------------|--------|--------------------------------|--------|
| November  2003-December 2003  |   | 0.40                           | %      |
| January 2004                  |   | 0.80                           | %      |
| February  2004-April 2004     |   | 1.50                           | %      |
| May 2004-July 2004            |   | 2.70                           | %      |
| August  2004-October 2004     |   | 3.90                           | %      |
| November  2004-January 2005   |   | 5.10                           | %      |
| February  2005-April 2005     |   | 6.25                           | %      |
| May 2005-July  2005           |   | 7.25                           | %      |
| August  2005-October 2005     |   | 8.25                           | %      |
| November  2005-January 2006   |   | 9.00                           | %      |
| February  2006-April 2006     |   | 9.70                           | %      |
| May 2006-July  2006           |   | 10.25                          | %      |
| August  2006-October 2006     |   | 10.70                          | %      |
| November  2006-January 2007   |   | 11.25                          | %      |
| February  2007-April 2007     |   | 11.50                          | %      |
| May 2007-July  2007           |   | 11.75                          | %      |
| August  2007-October 2007     |   | 12.00                          | %      |
| November 2007  and thereafter |   | 12.25                          | %      |

 

The Issuer shall deliver to the Indenture Trustee, within five (5) daysafter the occurrence of any event that, with notice or the lapse of time orboth, would become an Event of Default under clause (c) or (d),written notice of such Default in the form of an Issuer’s Certificate, thestatus of such Default and what action the Issuer is taking or proposes to takewith respect to such Default.

 

## **Section 5.2.**           Acceleration of Maturity; Rescission andAnnulment.

## ** **

### (a)           Ifno Insurer Default shall have occurred and be continuing and if an Event ofDefault shall have occurred and be continuing, then the Insurer shall have theright, but not the obligation, upon prior written notice to each Rating Agency,to declare the Notes to be immediately due and payable by written notice to theIssuer, the Servicer and the Indenture Trustee, and upon any such declarationthe unpaid principal amount of the Notes, together with accrued and unpaidinterest on the Class A Notes through the date of acceleration, shall becomeimmediately due and payable.  TheIndenture Trustee shall have no discretion with respect to the acceleration ofthe Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the IndentureTrustee shall continue to make claims under the Policy with respect to theClass A Notes in accordance with the terms thereof.

###  

### (b)           Ifan Insurer Default has occurred and is continuing and an Event of Default hasoccurred and is continuing, then and in every such case the Indenture Trusteeor the Noteholders

###  

### 34

### 

###  

### evidencing not less than 66 2/3% of the Class A NoteBalance may, upon prior written notice to each Rating Agency, declare the Notesto be immediately due and payable by written notice to the Issuer (and to theIndenture Trustee if given by Class A Noteholders), and upon any suchdeclaration the unpaid principal amount of the Class A Notes, together withaccrued and unpaid interest thereon through the date of acceleration, shallbecome immediately due and payable.

###  

Notwithstanding the foregoing, upon the occurrence ofan Event of Default specified in Section 5.1(i) with respect to theIssuer, the Notes shall become immediately due and payable, withoutdeclaration, notice or demand by or to any Person.

 

### (c)           Atany time after a declaration of acceleration of maturity has been made andbefore a judgment or decree for payment of the amount due has been obtained bythe Indenture Trustee as hereinafter provided in this Article V, either(i) if the Class A Noteholders accelerated, the Class A Noteholders evidencingnot less than 66 2/3% of the Class A Note Balance (with the prior writtenconsent of the Insurer if the Insurer Default referred to in clause (b) abovehas been cured) or (ii) if the Insurer accelerated, the Insurer, by writtennotice to the Issuer and the Indenture Trustee, may rescind and annul suchdeclaration and its consequences if:

###  

##### (A)          the Issuer has paid ordeposited with the Indenture Trustee a sum sufficient to pay all principal ofand interest on the Class A Notes and all other amounts that would then be duehereunder or upon the Class A Notes if the Event of Default giving rise to suchacceleration had not occurred; and

#####  

##### (B)           all Events of Default,other than the nonpayment of the principal of the Class A Notes that has becomedue solely by such acceleration, have been cured or waived as provided in Section5.12.

#####  

No such rescission shall affect any subsequent default or impair anyright consequent thereto.

 

### (d)           Ifan Event of Default has occurred and is continuing, the Insurer may (i) if theNotes have been accelerated in accordance with Section 5.2(a) or 5.2(b)and not rescinded pursuant to Section 5.2(c), elect to prepay all or anyportion of the Class A Notes, plus accrued but unpaid interest thereon to thedate of payment and (ii) terminate FISC as the servicer under theServicing  Agreement; provided,however, that the Insurer shall fulfill its obligations under the Policy.

###  

## **Section 5.3.**           Collection of Indebtedness and Suits forEnforcement by Indenture Trustee.

## ** **

### (a)           If(i) default is made in the payment of any interest on any Class A Note when thesame becomes due and payable, and such default continues for a period of five(5) Business Days, or (ii) default is made in the payment of the principal ofany Class A Note when the same becomes due and payable, the Issuer shall pay tothe Indenture Trustee, for the benefit of the applicable Noteholders, theamount then due and payable on the Notes for principal and, if applicable,interest, with interest upon the overdue principal at the Note Rate and, to theextent payment at such rate of interest shall be legally enforceable, uponoverdue installments of interest at the Note Rate and in addition thereto suchfurther amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses,

###  

35

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### disbursements and advances of the Indenture Trusteeand its agents and counsel and other amounts due and owing to the IndentureTrustee pursuant to Section 6.7.

###  

### (b)           Ifthe Issuer shall fail forthwith to pay such amounts upon such demand, theIndenture Trustee, in its own name and as trustee of an express trust, may withthe written consent of the Insurer (provided that no Insurer Default shall beoccurred and be continuing), and shall, at the direction of the Insurer(provided that no Insurer Default shall have occurred and be continuing),institute a Proceeding for the collection of the sums so due and unpaid, and mayprosecute such Proceeding to judgment or final decree, and may enforce the sameagainst the Issuer or any other obligor upon the Notes and collect in themanner provided by law out of the property of the Issuer or such other obligor,wherever situated, the monies adjudged or decreed to be payable.

###  

### (c)           Ifan Event of Default occurs and is continuing, the Indenture Trustee may, asmore particularly provided in Section 5.4, in its discretion, proceed toprotect and enforce its rights and the rights of the Noteholders and theInsurer by such appropriate Proceedings as the Indenture Trustee shall deemmost effective to protect and enforce such rights, whether for the specificenforcement of any covenant or agreement in this Indenture or in aid of theexercise of any power granted herein or to enforce any other proper remedy orlegal or equitable right vested in the Indenture Trustee by this Indenture orby law.

###  

### (d)           Ifthere shall be pending, relative to the Issuer or any other obligor upon theNotes or any Person having or claiming an ownership interest in the TrustEstate, Proceedings under Title 11 of the United States Code or any otherapplicable federal or state bankruptcy, insolvency or other similar law, or ifa receiver, assignee or trustee in bankruptcy or reorganization, liquidator,sequestrator or similar official shall have been appointed for or takenpossession of the Issuer or its property or such other obligor or Person, or ifthere shall be pending any other comparable judicial Proceedings relative tothe Issuer or any other obligor upon the Notes, or to the creditors or propertyof the Issuer or such other obligor, the Indenture Trustee, irrespective ofwhether the principal of any Notes shall then be due and payable as thereinexpressed or by declaration or otherwise and irrespective of whether theIndenture Trustee shall have made any demand pursuant to the provisions of thisSection 5.3, shall be entitled and empowered, by intervention in suchProceedings or otherwise:

###  

#### (i)            to file and prove aclaim or claims for the whole amount of principal and interest owing and unpaidin respect of the Notes and to file such other papers or documents as may benecessary or advisable in order to have the claims of the Indenture Trustee(including any claim for reasonable compensation to the Indenture Trustee andeach predecessor Indenture Trustee, and their respective agents, attorneys andcounsel, and all other amounts due and owing to the Indenture Trustee pursuantto Section 6.7) and of the Noteholders allowed in such Proceedings;

####  

#### (ii)           unless prohibited byapplicable law and regulations, to vote on behalf of the Noteholders in anyelection of a trustee, a standby trustee or Person performing similar functionsin any such Proceedings;

####  

36

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#### (iii)          to collect and receiveany monies or other property payable or deliverable on any such claims and topay all amounts received with respect to the claims of the Noteholders and ofthe Indenture Trustee on their behalf; and

####  

#### (iv)          to file such proofs ofclaim and other papers or documents as may be necessary or advisable in orderto have the claims of the Indenture Trustee or the Noteholders allowed in anyjudicial proceedings relative to the Issuer, its creditors and its property;

####  

and any trustee, receiver, liquidator, custodian or other similarofficial in any such Proceeding is hereby authorized by each of the Noteholdersto make payments to the Indenture Trustee and, in the event that the IndentureTrustee shall consent to the making of payments directly to the Noteholders, topay to the Indenture Trustee such amounts as shall be sufficient to coverreasonable compensation to the Indenture Trustee and each predecessor IndentureTrustee, and their respective agents, attorneys and counsel, and all otheramounts due and owing to the Indenture Trustee pursuant to Section 6.7.

 

### (e)           Nothingherein contained shall be deemed to authorize the Indenture Trustee toauthorize or consent to or vote for or accept or adopt on behalf of anyNoteholder any plan of reorganization, arrangement, adjustment or compositionaffecting the Notes or the rights of any Holder thereof or to authorize theIndenture Trustee to vote in respect of the claim of any Noteholder in any suchproceeding except, as aforesaid, to vote for the election of a trustee inbankruptcy or similar Person.

###  

### (f)            Allrights of action and of asserting claims under this Indenture, or under any ofthe Notes, may be enforced by the Indenture Trustee without the possession ofany of the Notes or the production thereof in any trial or other Proceedingsrelative thereto, and any such action or Proceedings instituted by theIndenture Trustee shall be brought in its own name as trustee of an expresstrust, and any recovery of judgment, subject to the payment of the expenses,disbursements and compensation of the Indenture Trustee, each predecessorIndenture Trustee and their respective agents and attorneys, shall be for theratable benefit of the Noteholders.

###  

### (g)           Inany Proceedings brought by the Indenture Trustee (and also any Proceedingsinvolving the interpretation of any provision of this Indenture to which theIndenture Trustee shall be a party), the Indenture Trustee shall be held torepresent all the Noteholders, and it shall not be necessary to make anyNoteholder a party to any such Proceedings.

###  

## **Section 5.4.**           Remedies.

## ** **

### (a)           Ifan Event of Default has occurred and is continuing, the Indenture Trusteeshall, at the direction of the Insurer (if no Insurer Default has occurred andis continuing), or at the direction of the Class A Noteholders evidencing notless than 66 2/3% of the Class A Note Balance (if an Insurer Default hasoccurred and is continuing), take one or more of the following actions as sodirected (subject to Section 5.5):

###  

#### (i)            institute Proceedingsin its own name and as trustee of an express trust for the collection of allamounts then payable on the Class A Notes or under this Indenture

####  

37

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#### with respect thereto, whether by declaration orotherwise, enforce any judgment obtained, and collect from the Issuer and anyother obligor upon the Notes monies adjudged due;

####  

#### (ii)           institute Proceedingsfrom time to time for the complete or partial foreclosure of this Indenturewith respect to the Trust Estate;

####  

#### (iii)          exercise any remedies ofa secured party under the Relevant UCC and take any other appropriate actionunder applicable law to protect and enforce the rights and remedies of theIndenture Trustee and the Class A Noteholders; or

####  

#### (iv)          sell the Trust Estate orany portion thereof or rights or interest therein at one or more public orprivate sales called and conducted in any manner permitted by law;

####  

provided, however, that theIndenture Trustee may not sell or otherwise liquidate the Trust Estatefollowing an Event of Default unless: (A) if no Insurer Default has occurredand is continuing, the Insurer so directs or consents thereto; or if an Insurer Default has occurred, the Holdersof 100% of the Class A Notes (excluding Class A Notes held by the Depositor,the Seller, the Servicer or any of their respective Affiliates) consentthereto; (B) the proceeds of such sale or liquidation are sufficient to pay infull the Class A Notes and all accrued but unpaid interest on the outstandingClass A Notes and all amounts due to the Insurer under the Insurance Agreementand the Policy; or (C) if an Insurer Default has occurred and is continuing,the Indenture Trustee determines that the Trust Estate will not continue toprovide sufficient funds for the payment of principal of and interest on theClass A Notes as they would have become due if the Class A Notes had not beendeclared due and payable, and the Indenture Trustee obtains the consent of theClass A Noteholders evidencing not less than 66 2/3% of the Class A NoteBalance (excluding Class A Notes held by the Depositor, the Seller, theServicer or any of their respective Affiliates), or (D) if no Insurer Defaulthas occurred or is continuing, the Insurer makes the determination specified inclause (C).  In determining suchsufficiency or insufficiency with respect to clauses (B) and (C)above, the Indenture Trustee may, but need not, obtain and rely upon an opinionof an Independent investment banking or accounting firm of national reputationas to the feasibility of such proposed action and as to the sufficiency of theTrust Estate for such purpose.

 

### (b)           Ifthe Indenture Trustee collects any money or property pursuant to this Section5.4, it shall pay out such money or property in the following order ofpriority:

###  

#### (i)            to the Back-upServicer, Indenture Trustee, the Custodian and Owner Trustee, in its individualcapacity, respectively, any unpaid or unreimbursed fees and any out-of-pocketexpenses (including, but not limited to, attorneys’ fees and transitionexpenses); provided that such expenses shall not exceed $50,000 in theaggregate per year and $100,000 in the total aggregate;

####  

#### (ii)           to the Servicer, allamounts due to the Servicer as compensation pursuant to Sections 2.08 and 2.11of the Servicing Agreement;

####  

#### (iii)          to the Class ANoteholders, all accrued but unpaid interest on the Class A Notes;

####  

38

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#### (iv)          to the Class ANoteholders, the outstanding Class A Note Balance;

####  

#### (v)           to the Insurer, allamounts then owing to it;

####  

#### (vi)          to the Class BNoteholders, the principal balance of the Class B Notes; and

####  

#### (vii)         to the Depositor Accountany remaining amounts for distribution in accordance with Section 5.2 ofthe Trust Agreement.

####  

The Indenture Trustee may fix a record date and payment date for anypayment to Noteholders pursuant to this Section 5.4.  At least fifteen (15) days before suchrecord date, the Issuer shall mail to each Noteholder and the Indenture Trusteea notice that states the record date, the payment date and the amount to bepaid.

 

### (c)           Whenthe Class A Notes have been paid in full, including all accrued and unpaidinterest owing thereon, all amounts owing the Insurer have been paid in fulland the Policy has been returned for cancellation, the rights of the Class ANoteholders under this Indenture and any other Transaction Document, including,without limitation, with rights with respect to the Trust Estate, shallautomatically vest in the Class B Noteholders.

###  

## **Section 5.5.**           Optional Preservation of the Contracts.

## ** **

If the Notes have been declared to be due and payableunder Section 5.2 following an Event of Default, and such declarationand its consequences have not been rescinded and annulled, the IndentureTrustee may, but need not, elect to maintain possession of the Trust Estate andapply proceeds as if there had been no declaration of acceleration; provided,however, that the Total Available Funds shall be applied in accordance withsuch declaration of acceleration in the manner specified in Sections 3.5(d),(e) and (f) of the Sale and Allocation Agreement.  It is the desire of the parties hereto and the Noteholders thatthere be at all times sufficient funds for the payment of principal of and, ifapplicable, interest on the Notes, and the Indenture Trustee shall take suchdesire into account when determining whether or not to maintain possession ofthe Trust Estate.  In determiningwhether to maintain possession of the Trust Estate, the Indenture Trustee may,but need not, obtain and rely upon an opinion of an Independent investmentbanking or accounting firm of national reputation as to the feasibility of suchproposed action and as to the sufficiency of the Trust Estate for such purpose.

 

## **Section 5.6.**           Limitation of Suits.

## ** **

No Holder of any Note shall have any right toinstitute any Proceeding with respect to this Indenture or for the appointmentof a receiver or trustee, or for any other remedy hereunder, unless:

 

### (a)           suchHolder has previously given written notice to the Indenture Trustee of acontinuing Event of Default;

###  

### (b)           theNoteholders evidencing not less than 25% of the Class A Note Balance have madewritten request to the Indenture Trustee to institute such Proceeding inrespect of such Event of Default in its own name as Indenture Trusteehereunder;

###  

39

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### (c)           suchHolder or Holders have offered to the Indenture Trustee reasonable indemnityagainst the costs, expenses and liabilities to be incurred in complying withsuch request;

 

### (d)           theIndenture Trustee for sixty (60) days after its receipt of such notice, requestand offer of indemnity has failed to institute such Proceedings;

###  

### (e)           nodirection inconsistent with such written request has been given to the IndentureTrustee during such 60-day period by the Noteholders evidencing not less than51% of the Class A Note Balance; and

###  

### (f)            anInsurer Default has occurred and is continuing.

###  

It is understood and intended that no one or moreNoteholders shall have any right in any manner whatever by virtue of, or byavailing of, any provision of this Indenture to affect, disturb or prejudicethe rights of any other Noteholders or to obtain or to seek to obtain priorityor preference over any other Noteholders or to enforce any right under thisIndenture, except in the manner herein provided.

 

In the event the Indenture Trustee shall receiveconflicting or inconsistent requests and indemnity from two or more groups ofNoteholders, each evidencing less than 51% of the Class A Note Balance, theIndenture Trustee in its sole discretion may determine what action, if any,shall be taken, notwithstanding any other provisions of this Indenture.

 

## **Section 5.7.**           Unconditional Rights of Noteholders toReceive Principal and Interest.

## ** **

Notwithstanding any other provisions in thisIndenture, the Holder of any Note shall have the right, which is absolute andunconditional, to receive payment of the principal of and, if applicable,interest, if any, on such Note on or after the respective due dates thereofexpressed in such Note or in this Indenture (or, in the case of redemption, onor after the Redemption Date) and to institute suit for the enforcement of anysuch payment, and such right shall not be impaired without the consent of suchHolder.

 

## **Section 5.8.**           Restoration of Rights and Remedies.

## ** **

If the Indenture Trustee, the Insurer or anyNoteholder has instituted any Proceeding to enforce any right or remedy underthis Indenture and such Proceeding has been discontinued or abandoned for anyreason or has been determined adversely to the Indenture Trustee, the Insureror such Noteholder, then and in every such case the Issuer, the IndentureTrustee, the Insurer and the Noteholders shall, subject to any determination insuch Proceeding, be restored severally and respectively to their formerpositions hereunder, and thereafter all rights and remedies of the IndentureTrustee and the Noteholders shall continue as though no such Proceeding hadbeen instituted.

 

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## **Section 5.9.**           Rights and Remedies Cumulative Rights.

## ** **

No right or remedy herein conferred upon or reservedto the Indenture Trustee, the Insurer or the Noteholders is intended to beexclusive of any other right or remedy, and every right and remedy shall, tothe extent permitted by law, be cumulative and in addition to every other rightand remedy given hereunder or now or hereafter existing at law or in equity orotherwise.  The assertion or employmentof any right or remedy hereunder, or otherwise, shall not prevent theconcurrent assertion or employment of any other appropriate right or remedy.

 

## **Section 5.10.**        Delay or Omission Not a Waiver.

## ** **

No delay or omission of the Indenture Trustee, theInsurer or any Holder of any Note to exercise any right or remedy accruing uponany Default or Event of Default shall impair any such right or remedy orconstitute a waiver of any such Default or Event of Default or any acquiescencetherein.  Every right and remedy givenby this Article V or by law to the Indenture Trustee, the Insurer or theNoteholders may be exercised from time to time, and as often as may be deemedexpedient, by the Indenture Trustee, the Insurer or the Noteholders, as thecase may be.

 

## **Section 5.11.**        Control by Noteholders.

## ** **

The Class A Noteholders evidencing not less than 51%of the Class A Note Balance shall have the right to direct the time, method andplace of conducting any Proceeding for any remedy available to the IndentureTrustee with respect to the Notes or exercising any trust or power conferred onthe Indenture Trustee; provided, however, that:

 

### (a)           suchdirection shall not be in conflict with any rule of law or with this Indenture;

###  

### (b)           subjectto the express terms of Section 5.4, any direction to the IndentureTrustee to sell or liquidate the Trust Estate shall be by the Class ANoteholders evidencing not less than 100% of the Class A Note Balance;

###  

### (c)           ifthe conditions set forth in Section 5.5 have been satisfied and theIndenture Trustee elects to retain the Trust Estate pursuant to such section,then any direction to the Indenture Trustee by the Noteholders evidencing lessthan 100% of the Class A Note Balance to sell or liquidate the Trust Estateshall be of no force and effect;

###  

### (d)           theIndenture Trustee may take any other action deemed proper by the IndentureTrustee that is not inconsistent with such direction; and

###  

### (e)           anInsurer Default shall have occurred and is continuing.

###  

Notwithstanding the rights of Noteholders set forth inthis Section 5.11, subject to Section 6.1, the Indenture Trusteeneed not take any action that it reasonably believes might involve it in costs,expenses and liabilities for which it will not be adequately indemnified ormight materially adversely affect the rights of any Class A Noteholders notconsenting to such action.

 

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## **Section 5.12.**        Waiver of Past Defaults.

## ** **

Prior to the declaration of the acceleration of thematurity of the Notes as provided in Section 5.2, the Insurer (if noInsurer Default shall have occurred and be continuing) or the Noteholdersevidencing not less than 51% of the Class A Note Balance, with the consent ofthe Insurer (if no Insurer Default shall have occurred and be continuing), maywaive any past Default or Event of Default and its consequences except aDefault or Event of Default (a) in the payment of principal of or interest onany of the Notes or (b) in respect of a covenant or provision hereof thatcannot be amended, supplemented or modified without the consent of all theHolders.  Upon any such waiver, theIssuer, the Indenture Trustee, the Insurer and the Holders shall be restored totheir former positions and rights hereunder, respectively, but no such waivershall extend to any subsequent or other Default or Event of Default or impairany right consequent thereto.  Upon anysuch waiver, such Default or Event of Default shall cease to exist and bedeemed to have been cured and not to have occurred, and any Event of Default arisingtherefrom shall be deemed to have been cured and not to have occurred, forevery purpose of this Indenture, but no such waiver shall extend to anysubsequent or other Default or Event of Default or impair any right consequentthereto.

 

## **Section 5.13.**        Undertaking for Costs.

## ** **

All parties to this Indenture agree, and each Holderof any Note by such Holder’s acceptance thereof shall be deemed to have agreed,that any court may in its discretion require, in any suit for the enforcementof any right or remedy under this Indenture, or in any suit against theIndenture Trustee for any action taken, suffered or omitted by it as IndentureTrustee, the filing by any party litigant in such suit of an undertaking to paythe costs of such suit, and that such court may in its discretion assessreasonable costs, including reasonable attorneys’ fees, against any partylitigant in such suit, having due regard to the merits and good faith of theclaims or defenses made by such party litigant; provided, however,that the provisions of this Section 5.13 shall not apply to (a) any suitinstituted by the Indenture Trustee, (b) any suit instituted by any Noteholderor group of Noteholders, in each case holding Notes evidencing in the aggregatemore than 10% of the Class A Note Balance or (c) any suit instituted by anyNoteholder for the enforcement of the payment of principal of or, ifapplicable, interest on any Note on or after the respective due dates expressedin such Note and in this Indenture (or, in the case of redemption, on or afterthe Redemption Date).

 

## **Section 5.14.**        Waiver of Stay or Extension Laws.

## ** **

The Issuer covenants (to the extent that it maylawfully do so) that it shall not at any time insist upon, or plead or in anymanner whatsoever, claim or take the benefit or advantage of, any stay orextension law wherever enacted, now or at any time hereafter in force, that mayaffect the covenants or the performance of this Indenture, and the Issuer (tothe extent that it may lawfully do so) hereby expressly waives all benefit oradvantage of any such law, and covenants that it shall not hinder, delay orimpede the execution of any power herein granted to the Indenture Trustee, butwill suffer and permit the execution of every such power as though no such lawhad been enacted.

 

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## **Section 5.15.**        Action on Notes.

## ** **

The Indenture Trustee’s right to seek and recoverjudgment on the Notes or under this Indenture shall not be affected by theseeking, obtaining or application of any other relief under or with respect tothis Indenture.  Neither the lien ofthis Indenture nor any rights or remedies of the Indenture Trustee or theNoteholders shall be impaired by the recovery of any judgment by the IndentureTrustee against the Issuer or by the levy of any execution under such judgmentupon any portion of the Trust Estate or upon any of the assets of theIssuer.  Any money or property collectedby the Indenture Trustee shall be applied in accordance with Section 5.4(b).

 

## **Section 5.16.**        Performance and Enforcement of Certain Obligations.

## ** **

### (a)           Promptlyfollowing a request from the Indenture Trustee to do so, and at theAdministrator’s expense, the Issuer shall take all such lawful action as theIndenture Trustee may request to compel or secure the performance andobservance by the Servicer of its obligations to the Issuer under or inconnection with the Sale and Allocation Agreement or by the Seller and theIssuer of each of its obligations under or in connection with the ServicingAgreement, and to exercise any and all rights, remedies, powers and privilegeslawfully available to the Issuer under or in connection with the Sale andAllocation Agreement to the extent and in the manner directed by the IndentureTrustee, including the transmission of notices of default on the part of theSeller or the Servicer thereunder and the institution of legal oradministrative actions or proceedings to compel or secure performance by theSeller or the Servicer of each of their obligations under the Sale andAllocation Agreement.

###  

### (b)           Ifan Event of Default has occurred and is continuing, the Indenture Trustee maywith prior written consent of the Insurer (provided that no Insurer Default hasoccurred and is continuing), and at the direction (which direction shall be inwriting or by telephone (confirmed in writing promptly thereafter)) of theClass A Noteholders evidencing not less than 66 2/3% of the Class A NoteBalance (with the prior written consent of the Insurer, or, at the direction ofthe Insurer, in each case provided that no Insurer Default has occurred and iscontinuing) shall, exercise all rights, remedies, powers, privileges and claimsof the Issuer against the Servicer under or in connection with the Sale andAllocation Agreement or against the Servicer under or in connection with theServicing Agreement, including the right or power to take any action to compelor secure performance or observance by the Seller or the Servicer, as the casemay be, of each of their obligations to the Issuer thereunder and to give anyconsent, request, notice, direction, approval, extension or waiver under theSale and Allocation Agreement or the Servicing Agreement, as the case may be,and any right of the Issuer to take such action shall be suspended.

###  

# **Article VI**

# ** **

# **The Indenture Trustee**

# ** **

## **Section 6.1.**           Duties of Indenture Trustee.

## ** **

### (a)           Ifan Event of Default has occurred and is continuing, the Indenture Trustee shallexercise the rights and powers vested in it by this Indenture and use the samedegree of care and

###  

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### skill in their exercise as a prudent person wouldexercise or use under the circumstances in the conduct of such Person’s ownaffairs.

###  

### (b)           Exceptupon the occurrence and during the continuation of an Event of Default:

###  

#### (i)            the Indenture Trustee undertakesto perform such duties and only such duties as are specifically set forth inthis Indenture and no implied covenants or obligations shall be read into thisIndenture against the Indenture Trustee; and

####  

#### (ii)           in the absence of badfaith on its part, the Indenture Trustee may conclusively rely, as to the truthof the statements and the correctness of the opinions expressed therein, uponcertificates or opinions furnished to the Indenture Trustee and, if required bythe terms of this Indenture, conforming to the requirements of this Indenture; provided,however, that the Indenture Trustee shall examine the certificates andopinions to determine whether or not they conform to the requirements of thisIndenture.

####  

### (c)           TheIndenture Trustee may not be relieved from liability for its own negligentaction, its own gross negligent failure to act or its own willful misconduct,except that:

###  

#### (i)            this paragraph doesnot limit the effect of paragraph (b) of this Section 6.1;

####  

#### (ii)           the Indenture Trusteeshall not be liable for any error of judgment made in good faith by aResponsible Officer unless it is proved that the Indenture Trustee wasnegligent in ascertaining the pertinent facts; and

####  

#### (iii)          the Indenture Trusteeshall not be liable with respect to any action it takes or omits to take ingood faith in accordance with a direction received by it pursuant to Section5.11.

####  

### (d)           Everyprovision of this Indenture that in any way relates to the Indenture Trustee issubject to paragraphs (a), (b), (c) and (g) of thisSection 6.1.

###  

### (e)           TheIndenture Trustee shall not be liable for interest on any money received by itexcept as the Indenture Trustee may agree in writing with the Issuer.

###  

### (f)            Moneyheld in trust by the Indenture Trustee need not be segregated from other fundsexcept to the extent required by law or the terms of this Indenture or the Saleand Allocation Agreement.

###  

### (g)           Noprovision of this Indenture shall require the Indenture Trustee to expend orrisk its own funds or otherwise incur financial liability in the performance ofany of its duties hereunder or in the exercise of any of its rights or powershereunder if the Indenture Trustee shall have reasonable grounds to believethat repayment of such funds or adequate indemnity against such risk or liabilityis not reasonably assured or provided to it.

###  

### (h)           Everyprovision of this Indenture relating to the conduct or affecting the liabilityof or affording protection to the Indenture Trustee shall be subject to theprovisions of this Section 6.1.

###  

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### (i)            TheIndenture Trustee shall not be charged with knowledge of any Event of Defaultunless either (i) a Responsible Officer shall have actual knowledge of suchEvent of Default or (ii) written notice of such Event of Default shall havebeen given to the Indenture Trustee in accordance with the provisions of thisIndenture.

###  

## **Section 6.2.**           Rights of Indenture Trustee.

## ** **

### (a)           TheIndenture Trustee may rely on any document believed by it to be genuine and tohave been signed or presented by the proper Person.

###  

### (b)           Beforethe Indenture Trustee acts or refrains from acting, it may require an Issuer’sCertificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes oromits to take in good faith in reliance on an Issuer’s Certificate or Opinionof Counsel unless it is proved that the Indenture Trustee was negligent in suchreliance.

###  

### (c)           TheIndenture Trustee may execute any of the trusts or powers hereunder or performany duties hereunder either directly or by or through agents or attorneys or acustodian or nominee, and the Indenture Trustee shall not be responsible forany misconduct or negligence on the part of, or for the supervision of, anysuch agent, attorney, custodian or nominee appointed with due care by ithereunder.

###  

### (d)           TheIndenture Trustee shall not be liable for any action it takes or omits to takein good faith which it believes to be authorized or within its rights orpowers; provided, however, that such action or omission by theIndenture Trustee does not constitute willful misconduct, negligence or badfaith.

###  

### (e)           TheIndenture Trustee may consult with counsel, and the advice or opinion ofcounsel with respect to legal matters relating to this Indenture and the Notesshall be full and complete authorization and protection from liability inrespect to any action taken, omitted or suffered by it hereunder in good faithand in accordance with the advice or opinion of such counsel.

###  

### (f)            TheIndenture Trustee shall be under no obligation to exercise any of the rights orpowers vested in it by this Indenture at the request or direction of any of theNoteholders pursuant to this Indenture, unless such Noteholders shall haveoffered to the Indenture Trustee reasonable security or indemnity against thecosts, expenses and liabilities which might be incurred by it in compliancewith such request or direction.

###  

### (g)           TheIndenture Trustee shall not be bound to make any investigation into the factsor matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, direction, consent, order, bond, debenture orother paper or document, but the Indenture Trustee, in its discretion, may makesuch further inquiry or investigation into such facts or matters as it may seefit, and, if the Indenture Trustee shall determine to make such further inquiryor investigation, it shall be entitled to examine the books, records andpremises of the Issuer, personally or by agent or attorney.

###  

### (h)           Exceptwhere the Transaction Documents specifically state otherwise, the IndentureTrustee, provided it has sent out notices in accordance with the applicableTransaction

###  

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### Document and is otherwise acting in accordance withthe Transaction Documents, may act as directed by the majority of theoutstanding Noteholders responding in writing to such request for amendment orwritten direction; provided, however, that the Noteholdersrepresenting at least 51% of the Class A Note Balance as of the time suchvoting response is due back to the Indenture Trustee must have responded inwriting to the Indenture Trustee’s notice to amend or for writtendirection.  In addition, the IndentureTrustee shall not have any liability to any Noteholder or Note Owner withrespect to any action taken pursuant to such notice if the Noteholder or NoteOwner does not respond to such notice within the time period set forth in suchnotice.  By acceptance of a Note, eachNoteholder and Note Owner is deemed to agree to the foregoing provisions.

###  

## **Section 6.3.**           Individual Rights of Indenture Trustee.

## ** **

The Indenture Trustee, in its individual or any othercapacity, may become the owner or pledgee of Notes and may otherwise deal withthe Issuer or its Affiliates with the same rights it would have if it were notIndenture Trustee.  Any Paying Agent,Note Registrar, co-registrar or co-paying agent hereunder may do the same withlike rights.

 

## **Section 6.4.**           Indenture Trustee’s Disclaimer.

## ** **

The Indenture Trustee (a) shall not be responsiblefor, and makes no representation as to, the validity or adequacy of thisIndenture or the Notes and (b) shall not be accountable for the Issuer’s use ofthe proceeds from the Notes or responsible for any statement of the Issuer in thisIndenture or in any document issued in connection with the sale of the Notes orin the Notes other than the Indenture Trustee’s certificate of authentication.

## ** **

## **Section 6.5.**           Notice of Default.

## ** **

If a Default occurs and is continuing and if it isknown to a Responsible Officer of the Indenture Trustee, the Indenture Trusteeshall mail to each Noteholder notice of such Default within ninety (90) daysafter it occurs.  Except in the case ofa Default in payment of principal of or interest, as applicable, on any Note(including payments pursuant to the mandatory redemption provisions of suchNote), the Indenture Trustee may withhold the notice if and so long as acommittee of its Responsible Officers in good faith determines that withholdingthe notice is in the interests of Noteholders.

 

## **Section 6.6.**           Reports by Indenture Trustee to Holders.

## ** **

### (a)           TheIndenture Trustee shall deliver, within a reasonable period of time after theend of each calendar year, to each Person who at any time during such calendaryear was a Noteholder, such information as may be required to enable suchPerson to prepare its federal and state income tax returns.

###  

### (b)           TheIndenture Trustee shall deliver, within a reasonable period of time after theend of each calendar year, to all Noteholders and the Insurer a brief reportrelating to (i) its eligibility and qualification to continue as IndentureTrustee pursuant to the terms of this Indenture, (ii) any amounts advanced byit under this Indenture, (iii) the amount, interest rate and maturity date ofany material indebtedness owing by the Issuer to the Indenture Trustee in its

###  

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### individual capacity, (iv) the property and fundsphysically held by the Indenture Trustee and (v) any action taken by theIndenture Trustee that materially affects the Notes which has not beenpreviously reported.

###  

## **Section 6.7.**           Compensation and Indemnity.

## ** **

### (a)           TheIssuer shall pay to the Indenture Trustee from time to time reasonablecompensation for its services in accordance with Section 3.5(d) of the Sale andAllocation Agreement and the Indenture Trustee Fee Letter and, to the extentsuch amounts are not promptly paid by the Issuer, the Issuer shall cause theAdministrator to pay such amounts in accordance with the AdministrationAgreement.  The Indenture Trustee’scompensation shall not be limited by any law on compensation of a trustee of anexpress trust.  The Issuer shall, orshall cause the Administrator to, reimburse the Indenture Trustee for allexpenses reasonably incurred or made by it, including costs of collection, inaddition to the compensation for its services; provided, however,that neither the Issuer nor the Administrator need reimburse the IndentureTrustee for any expense incurred through the Indenture Trustee’s willfulmisconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses,disbursements and advances of the Indenture Trustee’s agents, counsel,accountants and experts.  The Issuershall, or shall cause the Administrator to, indemnify the Indenture Trustee andthe Custodian against any and all loss, liability or expense (includingattorneys’ fees) (collectively, together with the amounts specified as “Losses”in Section 6A.3(d), the “*Losses*”) incurred by it in connectionwith the administration of this trust and the performance of its dutieshereunder; provided, however, that neither the Issuer nor theAdministrator need indemnify the Indenture Trustee or the Custodian for anysuch loss, liability or expense incurred through the Indenture Trustee’s orCustodian’s willful misconduct, negligence, or bad faith, as applicable.  The Indenture Trustee or Custodian shallnotify the Issuer and the Administrator promptly of any claim for which it mayseek indemnity.  Any failure by theIndenture Trustee or the Custodian to so notify the Issuer and theAdministrator shall not, however, relieve the Issuer or the Administrator ofits obligations hereunder.  The Issuershall, or shall cause the Servicer to, defend any such claim, and the IndentureTrustee or the Custodian, as applicable, may have separate counsel and theIssuer shall, or shall cause the Servicer to, pay the fees and expenses of suchcounsel.  Notwithstanding the foregoing,Losses shall be paid pursuant to this Section 6.7 by the Issuer solelyfrom amounts in excess of funds necessary to pay all outstanding interest andprincipal due to the Noteholders and all other amounts payable in accordancewith the priorities set forth in Section 3.5(d) of the Sale and AllocationAgreement and shall in any case be nonrecourse as to the Issuer and, to theextent funds are not so available to pay any Losses when due and owing, theclaims relating thereto shall not constitute a claim (as defined in Section 101of Title 11 of the United States Bankruptcy Code) against the Issuer but shallcontinue to accrue.  Each party heretoagrees that the payment of any claim of any such party in respect of Lossespayable by the Issuer shall be subordinated to the payment in full of alloutstanding interest and principal due to the Noteholders.

###  

### (b)           Notwithstandingthe foregoing, the Indenture Trustee and the Custodian will not be liable:

###  

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#### (i)            for any error ofjudgment made by it in good faith unless it is proved that the IndentureTrustee or the Custodian, as applicable, was negligent in ascertaining thepertinent facts;

####  

#### (ii)           for any action it takesor omits to take in good faith in accordance with directions received by it fromthe requisite percentage of Noteholders in accordance with the terms herein orin the other applicable Transaction Documents; or

####  

#### (iii)          for interest on anymoney received by the Indenture Trustee except as the Indenture Trustee and theIssuer may agree in writing.

####  

### (c)           TheIssuer’s payment obligations to the Indenture Trustee pursuant to this Section6.7 shall survive the resignation or removal of the Indenture Trustee andthe discharge of this Indenture.  Whenthe Indenture Trustee incurs expenses after the occurrence of a Defaultspecified in Section 5.1(e) or (i) with respect to the Issuer,the expenses are intended to constitute expenses of administration under Title11 of the United States Code or any other applicable federal or statebankruptcy, insolvency or similar law.

###  

## **Section 6.8.**           Replacement of Indenture Trustee.

## ** **

### (a)           Noresignation or removal of the Indenture Trustee, and no appointment of asuccessor Indenture Trustee, shall become effective until either (i) theacceptance of appointment by the successor Indenture Trustee acceptable to theInsurer and payment of fees and expenses owed to the outgoing Indenture Trusteepursuant to this Section 6.8 and Section 6.7 or (ii) the Noteshave been paid and discharged in full in accordance with Section 4.2 ofthe this Indenture and all amounts received, if any, in connection with thepayment and discharge of the Notes have been distributed to theNoteholders.  The Indenture Trustee mayresign at any time by so notifying the Issuer and the Insurer.  The Insurer, provided an Insurer Defaultshall not have occurred and be continuing, or the Noteholders evidencing notless than 51% of the Class A Note Balance (with the prior written consent ofthe Insurer (provided that no Insurer Default has occurred and is continuing))may remove the Indenture Trustee without cause by so notifying the IndentureTrustee and the Issuer and shall appoint a successor Indenture Trustee.  The Issuer shall remove the IndentureTrustee if:

###  

##### (A)          the Indenture Trusteefails to comply with Section 6.11;

#####  

##### (B)           an Insolvency Eventoccurs with respect to the Indenture Trustee;

#####  

##### (C)           a receiver or otherpublic officer takes charge of the Indenture Trustee or its property; or

#####  

##### (D)          the Indenture Trusteeotherwise becomes incapable of acting.

#####  

If (a) the Indenture Trustee resigns or is removed,(b) the Class A Noteholders fail to appoint a successor Indenture Trusteeacceptable to the Insurer (provided that no Insurer Default has occurred and iscontinuing) following the removal of the Indenture Trustee without cause or (c)if a vacancy exists in the office of Indenture Trustee for any reason (theIndenture Trustee in such event being referred to herein as the retiringIndenture Trustee), the Issuer shall promptly

 

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appoint asuccessor Indenture Trustee acceptable to the Insurer (provided that no InsurerDefault has occurred and is continuing).

 

### (b)           Anysuccessor Indenture Trustee shall deliver a written acceptance of itsappointment to the retiring Indenture Trustee, the Insurer and the Issuer.  Upon delivery of such written acceptance,the resignation or removal of the retiring Indenture Trustee shall becomeeffective and the successor Indenture Trustee shall have all the rights, powersand duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail anotice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property heldby it as Indenture Trustee to the successor Indenture Trustee.

###  

### (c)           Ifa successor Indenture Trustee does not take office within sixty (60) days afterthe retiring Indenture Trustee resigns or is removed, the retiring IndentureTrustee, the Issuer or the Noteholders evidencing not less than 51% of theClass A Note Balance may petition any court of competent jurisdiction for theappointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, anyNoteholder may petition any court of competent jurisdiction for the removal ofthe Indenture Trustee and the appointment of a successor Indenture Trustee.

###  

### (d)           Notwithstandingthe replacement of the Indenture Trustee pursuant to this Section 6.8,the Issuer’s and the Administrator’s obligations under Section 6.7 shallcontinue for the benefit of the retiring Indenture Trustee.

###  

## **Section 6.9.**           Appointment of Co-Indenture Trustee.

## ** **

### (a)           Ifthe Indenture Trustee consolidates with, merges or converts into, or transfersall or substantially all its corporate trust business or assets to, anothercorporation or banking association, the resulting, surviving or transfereecorporation or banking association without any further act shall be thesuccessor Indenture Trustee; provided, however, that suchcorporation or banking association must be otherwise qualified and eligibleunder Section 6.11.  TheIndenture Trustee shall provide the Rating Agencies and the Insurer with priorwritten notice of any such transaction.

###  

### (b)           Ifat the time such successor or successors by consolidation, merger or conversionto the Indenture Trustee shall succeed to the trusts created by this Indentureany of the Notes shall have been authenticated but not delivered, any suchsuccessor to the Indenture Trustee may adopt the certificate of authentication ofany predecessor trustee and deliver such Notes so authenticated, and in case atthat time any of the Notes shall not have been authenticated, any suchsuccessor to the Indenture Trustee may authenticate such Notes either in thename of any predecessor trustee or in the name of the successor to theIndenture Trustee.  In all such casessuch certificates shall have the full force which the Notes or this Indentureprovide that the certificate of the Indenture Trustee shall have.

###  

## **Section 6.10.**        Eligibility; Disqualification.

###  

### (a)           Notwithstandingany other provisions of this Indenture, at any time, for the purpose of meetingany legal requirement of any jurisdiction in which any part of the Trust Estatemay at the time be located, the Indenture Trustee shall have the power and mayexecute

###  

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### and deliver an instrument to appoint one or morePersons to act as a co-trustee or co-trustees, jointly with the IndentureTrustee, or separate trustee or separate trustees, of all or any part of theTrust Estate, and to vest in such Person or Persons, in such capacity and forthe benefit of the Noteholders, such title to the Trust Estate, or any parthereof, and, subject to the other provisions of this Section 6.10, suchpowers, duties, obligations, rights and trusts as the Indenture Trustee mayconsider necessary or desirable.  Noco-trustee or separate trustee under this Indenture shall be required to meetthe terms of eligibility as a successor trustee under Section 6.11 andno notice of the appointment of any co-trustee or separate trustee shall berequired under Section 6.8.

###  

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

###  

#### (i)            all rights, powers,duties and obligations conferred or imposed upon the Indenture Trustee shall beconferred or imposed upon and exercised or performed by the Indenture Trusteeand such separate trustee or co-trustee jointly (it being understood that suchseparate trustee or co-trustee shall not be authorized to act separatelywithout the Indenture Trustee joining in such act), except to the extent thatunder any law of any jurisdiction in which any particular act or acts are to beperformed the Indenture Trustee shall be incompetent or unqualified to performsuch act or acts, in which event such rights, powers, duties and obligations(including the holding of title to the Trust Estate or any portion thereof inany such jurisdiction) shall be exercised and performed singly by such separatetrustee or co-trustee, but solely at the direction of the Indenture Trustee;

####  

#### (ii)           no trustee under thisIndenture shall be personally liable by reason of any act or omission of anyother trustee under this Indenture; and

####  

#### (iii)          the Indenture Trusteemay at any time accept the resignation of or remove any separate trustee orco-trustee.

####  

### (c)           Anynotice, request or other writing given to the Indenture Trustee shall be deemedto have been given to each of the then separate trustees and co-trustees aseffectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shallrefer to this Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, uponits acceptance of the trusts conferred, shall be vested with the estates orproperty specified in its instrument of appointment, either jointly with theIndenture Trustee or separately, as may be provided therein, subject to all theprovisions of this Indenture, specifically including every provision of thisIndenture relating to the conduct of, affecting the liability of, or affordingprotection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee.

###  

### (d)           Anyseparate trustee or co-trustee may at any time constitute the Indenture Trusteeits 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 Indenture onits behalf and in its name.  If anyseparate trustee or co-trustee shall die, become incapable of acting, resign orbe removed, all of its estates, properties, rights, remedies and trusts shallvest in and be exercised by the Indenture Trustee, to the extent permitted bylaw, without the appointment of a new or successor trustee.

###  

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### (e)           TheIndenture Trustee or its parent shall have a combined capital, surplus andundivided profits of at least $50,000,000 as set forth in its most recent publishedannual report of condition and shall have a long-term debt rating of investmentgrade by each of the Rating Agencies or shall otherwise be acceptable to eachof the Rating Agencies and the Insurer (provided that no Insurer Default hasoccurred and is continuing).

###  

**Article VI-A**

 

**Section6A.1****         Possession of ContractFiles by the Custodian.**

 

(a)           Deliveryof Contract Files.  The Issuerhereby covenants and agrees with the Indenture Trustee to deliver or cause tobe delivered to the Custodian all Contract Files (i) related to Contracts soldto the Issuer on the Closing Date no later than the Closing Date and (ii)related to Contracts sold to the Issuer on an Additional Contract PurchaseDate, no later than such Additional Contract Purchase Date.  The Custodian shall continuously hold theContract Files (i) in trust for, and as bailee of, the Indenture Trustee and asbailee for the Issuer for purposes of establishing the Issuer’s ownershipthereof, (ii) for purposes of perfecting the Indenture Trustee’s securityinterest therein, to the extent available under applicable law, for the benefitof the Noteholders and the Insurer, and establishing the Issuer’s ownershipthereof subject to such security interest, (iii) to restrict the possessionthereof by any other person except as permitted in accordance with the terms ofthis Article, and (iv) subject to and in accordance with the terms andprovisions of this Article.

 

(b)           Subjectto the terms and conditions hereof, the Indenture Trustee and the Issuer herebyappoint Wells Fargo Bank Minnesota, National Association, as Custodian, andWells Fargo Bank Minnesota, National Association hereby accepts suchappointment, to act as custodian and bailee of the Issuer and the IndentureTrustee, for the benefit of the Noteholders and the Insurer, for purposes ofArticle 9 of the Relevant UCC, to maintain custody of the Contract Files untilthe Servicer shall have delivered a release with respect to any such ContractFiles in accordance with the terms of the Servicing Agreement.

 

(c)           TheCustodian will promptly report to the Indenture Trustee and the Insurer anyfailure on its part to hold the Contract Files as herein provided and promptlytake appropriate action to remedy any such failure.

 

(d)           TheCustodian shall (i) maintain in effect a fidelity bond and errors and omissionsinsurance, affording coverage to such employees, directors, officers and otherPersons acting on the Custodian’s behalf and in an amount customary forcustodians of automobile loans similar to the Contracts or (ii) self-insure atlevels and in a manner acceptable to the Insurer.

 

(e)           Custody.  All Contract Files held by the Custodianunder this Indenture shall be placed by the Issuer in a separate file for eachContract File, properly fastened or secured.

 

(f)            Inventoryof Contract Files.  At the time ofdelivery by or on behalf of the Issuer to the Custodian of any Contract File orother documents related to a Contract, the Issuer shall also deliver a list inan electronic format acceptable to the Custodian (the “*File Number List*”) ofContract File numbers (the “*File Numbers*”).  The Custodian shall check the File Numbersof the Contract Files delivered pursuant to this Indenture and certify to theSeller, the Insurer, the Issuer

 

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and the IndentureTrustee in writing within 48 hours after delivery of the File Number List, thatit has received all the Contract Files corresponding to the File NumberList.  If upon examination of theContract Files, the Custodian determines that it does not have all the ContractFiles on the File Number List, the Custodian shall promptly give written noticeof the same to the Indenture Trustee, the Insurer, the Issuer and the Seller.

 

(g)           Possessionof Contract Files.  Without anylimitation of Section 6A.1(a) or (b) hereof, following theCustodian’s receipt of each Contract File, the Custodian shall retainpossession and custody thereof, subject to the terms of this Indenture, for theexclusive benefit of, in trust for, and as bailee of, the Indenture Trustee andfor purposes (i) of perfecting the Indenture Trustee’s security interesttherein, to the extent available under applicable law, for the benefit of theNoteholders and the Insurer and as bailee of the Issuer for purposes ofestablishing the Issuer’s ownership thereof and (ii) of restricting thepossession thereof by any person except as permitted in accordance with theterms of this Article, until and unless such security interest in any ContractFile is released pursuant to the terms of Section 6A.2 hereof.  Upon such receipt the Custodian shall alsomake appropriate notations in the Custodian’s books and records reflecting thatthe Contract File has been pledged to the Indenture Trustee for the benefit ofthe Noteholders and the Insurer and that the Indenture Trustee has acquired andholds a security interest therein. Notwithstanding any other provisions of this Indenture, the Custodianshall not at any time exercise or seek to enforce any claim, right or remedy,including any statutory or common law rights of set-off, that it mightotherwise have against all or any of the Contract Files or related documents orthe proceeds thereof.

 

**Section6A.2****         Release of ContractFiles by the Custodian.**

 

(a)           TheCustodian shall promptly release any Contract File then held by it to theServicer upon receipt of (i) a written request for release of such ContractFile signed by an Authorized Officer of the Servicer in the form attachedhereto as Exhibit C or (ii) an email request by an Authorized Officer ofthe Servicer containing the information described in Exhibit C, followedby a signed copy of such Exhibit C; provided, however,that the Custodian shall be deemed to have received proper instructions withrespect to the Contract Files upon its receipt of such a written or emailedrequest from an Authorized Officer of the Servicer.  “Authorized Officer of the Servicer” shall mean an officercertified by the Secretary of the Servicer as an officer who is authorized togive instructions to the Custodian as set forth on a certificate delivered tothe Custodian, the Issuer, the Insurer and the Indenture Trustee on the ClosingDate or on any such subsequent certificate delivered to the Custodian, theIssuer, the Insurer and the Indenture Trustee.

 

(b)           TheCustodian shall promptly deliver to the Indenture Trustee or its designee anyor all Contract Files in the Custodian’s custody upon the written request of anAuthorized Officer of the Indenture Trustee. The Indenture Trustee shall provide the Issuer, the Insurer and theServicer with a copy of any such request delivered to the Custodian.  Written instructions as to the method ofshipment and shipper(s) the Custodian is directed to utilize in connection withthe delivery of Contract Files in the performance of the Custodian’s dutieshereunder shall be delivered by the Indenture Trustee to the Custodian prior toany shipment of Contract Files pursuant to the request of Indenture Trusteehereunder.  The Indenture Trustee willarrange for the provision of such services at the cost and expense of theIssuer (or, at the Custodian’s option,

 

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the Custodianshall be reimbursed by the Issuer for all costs and expenses incurred by theCustodian consistent with such instructions (it being understood that any suchreimbursement shall be paid in accordance with the priorities set forth inSection 3.5(d) of the Sale and Allocation Agreement)) and will maintain suchinsurance against loss or damage to the Contract Files as the Indenture Trusteeand the Servicer reasonably deem appropriate. “Authorized Officer of the Indenture Trustee” shall mean an officercertified by the Secretary of the Indenture Trustee as an officer who isauthorized to give instructions to the Custodian as set forth on a certificatedelivered to the Custodian, the Issuer and the Insurer on the Closing Date oron any such subsequent certificate delivered to the Custodian, the Issuer andthe Insurer.

 

**Section6A.3****         Regarding theCustodian.**

 

(a)           TheCustodian undertakes to perform only such duties as are expressly set forthherein.

 

(b)           TheCustodian may rely and shall be protected in acting or refraining from actingupon any written notice, instruction or request furnished to it hereunder andbelieved by it to be genuine and to have been signed or presented by the properparty or parties.  The Custodian shallbe under no duty to inquire into or investigate the validity, accuracy orcontent of any such document.  TheCustodian shall have no duty to verify the authenticity, genuineness orconformity to the requirements of this Indenture of any Contract Files orrelated documents delivered to it hereunder, or to determine whether thematerials included in any Contract File conform to the requirements hereof.

 

(c)           TheCustodian shall not be liable for any action taken or omitted by it in goodfaith unless a court of competent jurisdiction determines that the Custodian’swillful misconduct, gross negligence or bad faith was the primary cause of anyloss to the Issuer, the Insurer or the Indenture Trustee.  In the administration of the custodialaccount hereunder, the Custodian may execute any of its powers and perform itsduties hereunder directly or through agents or attorneys and may consult withcounsel, accountants and other skilled persons to be selected and retained byit.  The Custodian shall not be liablefor anything done, suffered or omitted in good faith by it in accordance withthe advice of counsel.

 

(d)           TheIssuer agrees to indemnify and hold the Custodian and its directors, officers,agents and employees (collectively the “*Indemnitees*”) harmless from andagainst any and all claims, liabilities, losses, damages, fines, penalties, andexpenses, including out-of-pocket and incidental expenses and legal fees andexpenses (collectively, together with the amounts specified as “Losses”pursuant to Section 6.7(a), the “*Losses*”) that may be imposed on,incurred by, or asserted against, the Indemnitees or any of them for followingany instructions or other directions upon which the Custodian is authorized torely pursuant to the terms of this Indenture (it being understood that suchLosses shall be paid pursuant to Section 3.5(d) of the Sale and AllocationAgreement).

 

(e)           Inaddition to and not in limitation of paragraph (d) immediately above,the Issuer also agrees to indemnify and hold the Indemnitees and each of themharmless from and against any and all Losses that may be imposed on, incurredby, or asserted against, the Indemnitees or any of them in connection with orarising out of the Custodian’s performance under this

 

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Indenture,provided the Indemnitees have not acted with gross negligence or bad faith orengaged in willful misconduct or breach of contract (it being understood thatsuch Losses shall be paid pursuant to Section 3.5(d) of the Sale and AllocationAgreement).

 

(f)            Theduties and responsibilities of the Custodian hereunder shall be determinedsolely by the express provisions of this Indenture, and no other or furtherduties or responsibilities shall be implied. The Custodian shall not have any liability under, nor duty to inquireinto the terms and provisions of, any agreement or instructions, other than asspecifically required by this Indenture.

 

(g)           TheCustodian shall not incur any liability for following the instructions hereincontained or expressly provided for, or written instructions given by theparties hereto in accordance with the express provisions hereof.

 

(h)           Inthe event that the Custodian shall be uncertain as to its duties or rightshereunder or shall receive instructions, claims or demands from any partyhereto which, in its opinion, conflict with any of the provisions of thisIndenture, it shall be entitled to refrain from taking any action and its soleobligation shall be to request definitive instructions from the other partieshereto and to keep safely all property held in custody until it shall bedirected otherwise in writing by all of the other parties hereto or by a finalorder or judgment of a court of competent jurisdiction.

 

(i)            Anycorporation or association into which the Custodian in its individual capacitymay be merged or converted or with which it may be consolidated, or anycorporation or association resulting from any merger, conversion orconsolidation to which the Custodian in its individual capacity shall be aparty, or any corporation or association to which all or substantially all ofthe corporate trust business of the Custodian in its individual capacity may besold or otherwise transferred, shall be the Custodian under this Indenturewithout further act.

 

(j)            Anythingin this Indenture to the contrary notwithstanding, in no event shall theCustodian be liable for special, indirect or consequential loss or damage ofany kind whatsoever (including but not limited to lost profits), even if theCustodian has been advised of the likelihood of such loss or damage andregardless of the form of action.

 

(k)           TheCustodian agrees to maintain the Contract Files which are delivered to it atthe offices of the Custodian located at: MAC N9328-011, Suite ABS, 751 KasotaAvenue, Minneapolis, Minnesota  55414,Attn: Corporate Trust Services – Asset Backed Securities Vault, and theCustodian shall notify the Indenture Trustee, the Issuer and the Insurer bywritten notice of any change in the location of the Contract Files.  Subject to the foregoing, the Custodian maytemporarily move individual Contract Files or any portion thereof withoutnotice as necessary to allow the Servicer to conduct collection and otherservicing activities in accordance with its customary practices and procedures.

 

(l)            TheCustodian shall hold the Contract Files in its fire-resistant storage vaultunder its exclusive custody and control in accordance with customary standardsfor such custody and shall maintain a fidelity bond plus document hazardinsurance in such amounts and against such risks as customarily are maintainedby custodians acting in a similar capacity to the Custodian

 

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hereunder withrespect to receivables similar to the Contracts.  If the Indenture Trustee or the Issuer suffers losses or damagesas a result of the destruction or loss of any of the Contract Files or any itemtherein, the Custodian shall:  (i) atthe request of the Indenture Trustee or the Issuer, make any appropriate claimunder such bond or insurance; and (ii) to the extent of the Indenture Trustee’sor the Issuer’s losses or damages, pay the proceeds thereof to the IndentureTrustee, or if all of the Issuer’s obligations under this Indenture and theNotes and the Insurance Agreement have been paid in full, to the Issuer, unlessthe Custodian has replaced the lost or destroyed items or has otherwisereimbursed the Indenture Trustee or the Issuer, as applicable, for such lossesor damages.  The Custodian shallmaintain the Contract Files segregated from and not commingled with any otherfiles of the Custodian.

 

(m)          TheCustodian shall not deliver physical possession of, or otherwise transfer,assign, pledge, mortgage, convey or dispose of any Contract Files in itspossession to any Person except (i) as provided in this Article and theServicing Agreement, and (ii) upon termination of this Indenture.

 

(n)           TheCustodian hereby waives any and all rights of offset with respect to any andall Contract Files in the Custodian’s possession, whether such right of offsetarises by contract, operation of law or otherwise.

 

(o)           TheCustodian specifically acknowledges and agrees that so long as Wells Fargo BankMinnesota, National Association, is acting as Custodian under this Indenture inthe event that Wells Fargo Bank Minnesota, National Association shall either beterminated or resign as Indenture Trustee pursuant to this Indenture, then theCustodian shall similarly either be terminated or resign and the Custodianshall deliver the Contract Files to the successor Indenture Trustee, acting assuccessor Custodian, appointed pursuant to the terms of this Indenture at suchplace as the successor Custodian may reasonably designate.  Any entity acting as Custodian hereunder maynot resign as such unless such entity also resigns its capacity as IndentureTrustee.

 

(p)           Exceptfor actions expressly authorized by this Article, the Custodian shall take noaction which would or would be likely to impair the security interests createdor existing under any Contract or Financed Vehicle or to impair the value ofany Contract or Financed Vehicle.

 

(q)           TheCustodian hereby agrees not to assert (in its individual capacity or otherwise)any liens of any kind with respect to the Contract Files held by it or therelated Contracts and hereby releases and waives any such liens.

 

(r)            TheCustodian shall permit inspection at all reasonable times upon at least two (2)Business Days prior notice during regular business hours by the Issuer, theIndenture Trustee or the Insurer (or by its auditors when requested by theInsurer or the Indenture Trustee, as applicable) of the Contract Files and therecords of the Custodian relating to this Article (or its auditors whenrequested by the Insurer or the Indenture Trustee, as applicable) to makecopies of the Contract Files and the records of the Custodian relating to thisIndenture.

 

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# **ArticleVII**

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# **Noteholders’ Lists and Reports**

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## **Section 7.1**.           Issuer to Furnish Indenture Trustee Namesand Addresses of Noteholders.

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The Issuer shall furnishor cause to be furnished to the Indenture Trustee (i) within five (5) daysafter each Record Date, a list, in such form as the Indenture Trustee mayreasonably require, of the names and addresses of the Class A Noteholders as ofsuch Record Date and (ii) at such other times as the Indenture Trustee mayrequest in writing, within thirty (30) days after receipt by the Issuer of anysuch request, a list of similar form and content as of a date not more than ten(10) days prior to the time such list is furnished; provided, however,that so long as the Indenture Trustee is the Note Registrar or the Class A Notesare issued as Book-Entry Notes, no such list shall be required to be furnished.

 

## **Section 7.2**.           Preservation of Information;Communications to Noteholders.

## ** **

### (a)           The Indenture Trusteeshall preserve, in as current a form as is reasonably practicable, the namesand addresses of the Noteholders contained in the most recent list furnished tothe Indenture Trustee as provided in Section 7.1 and the names andaddresses of the Noteholders received by the Indenture Trustee in its capacityas Note Registrar.  The IndentureTrustee may destroy any list furnished to it as provided in Section 7.1upon receipt of a new list so furnished.

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## **Section 7.3**.           Fiscal Year.

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### (a)           [Reserved.]

###  

### (b)           Unless the Issuerotherwise determines, the Fiscal Year of the Issuer shall end on April 30 ofeach year.

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# **ArticleVIII**

# ** **

# **Accounts**,Disbursements and Releases

# ** **

## **Section 8.1**.           Collection of Money Collection.

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Except as otherwiseexpressly provided herein, the Indenture Trustee may demand payment or deliveryof, and shall receive and collect, directly and without intervention orassistance of any fiscal agent or other intermediary, all money and otherproperty payable to or receivable by the Indenture Trustee pursuant to thisIndenture and the Sale and Allocation Agreement.  The Indenture Trustee shall apply all such money received by itas provided in this Indenture and the Sale and Allocation Agreement.  Except as otherwise expressly provided inthis Indenture, if any default occurs in the making of any payment orperformance under any agreement or instrument that is part of the Trust Estate,the Indenture Trustee may take such action as may be appropriate to enforcesuch payment or performance, including the institution and prosecution ofappropriate Proceedings.  Any suchaction shall be without prejudice to any

 

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right to claim a Defaultor Event of Default under this Indenture and any right to proceed thereafter asprovided in Article V.

 

## **Section 8.2**.           Trust Accounts.

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### (a)           On or before theClosing Date, the Issuer shall cause the Servicer to establish and maintain, inthe name of the Indenture Trustee, for the benefit of the Insurer and theNoteholders, the Collection Account as provided in Section 3.1 of the Sale andAllocation Agreement.

###  

### (b)           On or before theClosing Date, the Issuer shall cause the Servicer to establish and maintain, inthe name of the Indenture Trustee, for the benefit of the Class A Noteholdersand the Insurer, the Reserve Account as provided in Section 3.6(a) of the Saleand Allocation Agreement.

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### (c)           On each Payment Date,the Indenture Trustee shall apply or cause to be applied the amount on depositin the Collection Account on such Payment Date in accordance with Section3.5(d) of the Sale and Allocation Agreement.

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### (d)           On or before theClosing Date, the Issuer shall cause the Servicer to establish and maintain, inthe name of the Indenture Trustee, for the exclusive benefit of the Class ANoteholders, the Class A Note Payment Account as provided in Section 3.1(b) of theSale and Allocation Agreement and, for the exclusive benefit of the Class BNoteholders, the Class B Note Payment Account. On each Payment Date, the Indenture Trustee shall apply or cause to beapplied the amount on deposit in the Class A Note Payment Account and the ClassB Note Payment Account on such Payment Date in accordance with Section2.8(b) or (f), as applicable.

###  

### (e)           On or before theClosing Date, the Issuer shall cause the Servicer to establish and maintain, inthe name of the Indenture Trustee, for the exclusive benefit of the Class ANoteholders, the Class B Noteholders and the Insurer, the Prefunding Account asprovided in Section 3.7(a) of the Sale and Allocation Agreement.

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## **Section 8.3**.           General Provisions Regarding Accounts.

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### (a)           So long as no Defaultor Event of Default shall have occurred and be continuing, all or a portion ofthe funds in the Trust Accounts shall be invested by the Indenture Trustee atthe direction of the Servicer in Eligible Investments as provided in Sections3.1 and 3.6(b) of the Sale and Allocation Agreement.  All income or other gain (net of losses and investment expenses)from investments of monies deposited in the Trust Accounts shall be withdrawnby the Indenture Trustee from such accounts and deposited to the CollectionAccount and shall constitute Available Funds. The Servicer shall not direct the Indenture Trustee to make anyinvestment of any funds or to sell any investment held in any of the TrustAccounts unless the security interest Granted and perfected in such accountwill continue to be perfected in such investment or the proceeds of such sale,in either case without any further action by any Person, and, in connectionwith any direction to the Indenture Trustee to make any such investment orsale, if requested by the Indenture Trustee, the Issuer shall deliver to theIndenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee,to such effect.

 

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### (b)           Subject to Section6.1(c), the Indenture Trustee shall not in any way be held liable by reasonof any insufficiency in any of the Trust Accounts resulting from any loss onany Permitted Investment included therein, except for losses attributable tothe Indenture Trustee’s failure to make payments on such Eligible Investmentsissued by the Indenture Trustee, in its commercial capacity as principalobligor and not as trustee, in accordance with their terms.

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### (c)           If (i) the Servicershall have failed to give investment directions for any funds on deposit in theTrust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (orsuch other time as may be agreed upon by the Issuer and Indenture Trustee), onthe Business Day preceding each Payment Date, (ii) a Default or Event of Defaultshall have occurred and be continuing with respect to the Notes but the Notesshall not have been declared due and payable pursuant to Section 5.2 or(iii) if the Notes shall have been declared due and payable following an Eventof Default, amounts collected or receivable from the Trust Estate are beingapplied in accordance with Section 5.4 as if there had not been such adeclaration, then the Indenture Trustee shall, to the fullest extentpracticable, invest and reinvest funds in the Trust Accounts in EligibleInvestments described in clause (vii) of the definition thereof.

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## **Section 8.4**.           Release of Trust Estate.

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### (a)           Subject to the paymentof its fees and expenses pursuant to Section 6.7, the Indenture Trusteemay, and when required by the provisions of this Indenture shall, executeinstruments to release property from the lien of this Indenture, or convey theIndenture Trustee’s interest in the same, in a manner and under circumstancesthat are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executedby the Indenture Trustee as provided in this Article VIII shall be boundto ascertain the Indenture Trustee’s authority, inquire into the satisfactionof any conditions precedent or see to the application of any monies.

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### (b)           The Indenture Trusteeshall, at such time as there are no Notes Outstanding, the Policy has beenterminated in accordance with its terms and has been returned to the Insurerfor cancellation and all sums due the Indenture Trustee and the Insurer pursuantto Section 6.7 have been paid in full, release any remaining portion ofthe Trust Estate that secured the Notes from the lien of this Indenture andrelease to the Issuer or any other Person entitled thereto any funds then ondeposit in the Trust Accounts.  TheIndenture Trustee shall release property from the lien of this Indenturepursuant to this Section 8.4(b) only upon receipt of an Issuer Requestaccompanied by an Issuer’s Certificate and an Opinion of Counsel.

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## **Section 8.5**.           Opinion of Counsel.

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The Indenture Trusteeshall receive at least seven (7) days notice when requested by the Issuer totake any action pursuant to Section 8.4(a), accompanied by copies of anyinstruments involved, and the Indenture Trustee shall also require, except inconnection with any action contemplated by Section 8.4(b), as acondition to such action, an Opinion of Counsel, in form and substancesatisfactory to the Indenture Trustee, stating the legal effect of any suchaction, outlining the steps required to complete such action, and concludingthat all conditions precedent to the taking of such action have been compliedwith and such action will not materially and adversely impair the security forthe Notes or the rights of the Noteholders or the Insurer in

 

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contravention of theprovisions of this Indenture; provided, however, that suchOpinion of Counsel shall not be required to express an opinion as to the fairvalue of the Trust Estate.  Counselrendering any such opinion may rely, without independent investigation, on theaccuracy and validity of any certificate or other instrument delivered to theIndenture Trustee in connection with any such action.

 

# **ArticleIX**

# ** **

# **Supplemental Indentures**

# ** **

## **Section 9.1**.           Supplemental Indentures Without Consentof Noteholders.

## ** **

The Issuer and theIndenture Trustee, when authorized by an Issuer Order, may, without the consentof the Holders of any Notes but with prior notice to the Rating Agencies andthe Insurer and with the consent of the Insurer (if no Insurer Default shallhave occurred and be continuing), at any time and from time to time, enter intoone or more indentures supplemental hereto, in form satisfactory to theIndenture Trustee, for any of the following purposes:

 

### (a)           to correct or amplifythe description of any property at any time subject to the lien of thisIndenture, or better to assure, convey and confirm unto the Indenture Trusteeany property subject or required to be subjected to the lien of this Indenture,or to subject to the lien of this Indenture additional property;

###  

### (b)           to evidence thesuccession, in compliance with the applicable provisions hereof, of anotherPerson to the Issuer, and the assumption by any such successor of the covenantsof the Issuer herein and in the Notes contained;

###  

### (c)           to add to the covenantsof the Issuer, for the benefit of the Noteholders and the Insurer, or tosurrender any right or power herein conferred upon the Issuer;

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### (d)           to convey, transfer,assign, mortgage or pledge any property to or with the Indenture Trustee;

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### (e)           to cure any ambiguity,to correct or supplement any provision herein or in any supplemental indenturethat may be inconsistent with any other provision herein or in any supplementalindenture or to make any other provisions with respect to matters or questionsarising under this Indenture which will not be inconsistent with otherprovisions of this Indenture;

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### (f)            to evidence andprovide for the acceptance of the appointment hereunder by a successor trusteewith respect to the Notes and to add to or change any of the provisions of thisIndenture as shall be necessary to facilitate the administration of the trustshereunder by more than one trustee, pursuant to the requirements of ArticleVI; or

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### (g)           to modify, eliminate oradd to the provisions of this Indenture to such extent as shall be necessary toeffect the qualification of this Indenture under any federal statute hereafterenacted.

 

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provided,however, that (i) such action shall not, as evidenced by an Opinion ofCounsel, adversely affect in any material respect the interests of anyNoteholder or the Insurer, (ii) the Rating Agency Condition shall have beensatisfied with respect to such action and (iii) such action shall not, asevidenced by an Opinion of Counsel, cause the Issuer to be characterized forfederal income tax purposes as an association taxable as a corporation orotherwise have any material adverse impact on the federal income taxation ofany Notes Outstanding or any Noteholder. The Indenture Trustee is hereby authorized to join in the execution ofany such supplemental indenture and to make any further appropriate agreementsand stipulations that may be therein contained.

 

## **Section 9.2**.           Supplemental Indentures with Consent ofNoteholders.

## ** **

The Issuer and theIndenture Trustee, when authorized by an Issuer Order, may, with the consent ofthe Insurer (if no Insurer Default shall have occurred and be continuing) andthe Noteholders evidencing not less than 51% of the Class A Note Balance andwith prior notice to the Rating Agencies and the Insurer, by Act of suchHolders delivered to the Issuer and the Indenture Trustee, at any time and fromtime to time, enter into one or more indentures supplemental hereto for thepurpose of adding any provisions to, or changing in any manner or eliminatingany of the provisions of, this Indenture or modifying in any manner the rightsof the Noteholders under this Indenture; provided, however, that(a) such action shall not, as evidenced by an Opinion of Counsel, adverselyaffect in any material respect the interests of any Noteholder or the Insurer,(b) the Rating Agency Condition shall have been satisfied with respect to suchaction and (c) such action shall not, as evidenced by an Opinion of Counsel,cause the Issuer to be characterized for federal income tax purposes as anassociation taxable as a corporation or otherwise have any material adverseimpact on the federal income taxation of any Notes Outstanding or any Noteholder;and, providedfurther, that no such supplemental indenture shall,without the consent of the Insurer and the Holder of each Outstanding Noteaffected thereby:

 

#### (i)            change any Final NotePayment Date or the date of payment of any installment of principal of orinterest on any Note, or reduce the principal amount thereof, the interest ratethereon or the Redemption Price with respect thereto, change the provisions ofthis Indenture relating to the application of collections on, or the proceeds ofthe sale of, the Trust Estate to payment of principal of or interest on theNotes, or change any place of payment where, or the coin or currency in which,any Note or the interest thereon is payable;

####  

#### (ii)           impair the right toinstitute suit for the enforcement of the provisions of this Indenturerequiring the application of available funds, as provided in Article V,to the payment of any amount due on the Notes on or after the respective duedates thereof (or, in the case of redemption, on or after the Redemption Date);

####  

#### (iii)          reduce the percentage ofthe Notes the consent of the Holders of which is required for any suchsupplemental indenture or for any waiver of compliance with certain provisionsof this Indenture or of certain defaults hereunder and their consequences asprovided in this Indenture;

 

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#### (iv)          modify or alter theprovisions of the proviso to the definition of the term “Outstanding”;

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#### (v)           reduce the percentageof the Notes the consent of the Holders of which is required to direct theIndenture Trustee to sell or liquidate the Trust Estate pursuant to Section5.4 if the proceeds of such sale would be insufficient to pay in full theprincipal amount of and accrued but unpaid interest on the Notes;

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#### (vi)          modify any provision ofthis Indenture specifying a percentage of the principal amount of the Notesnecessary to amend this Indenture or the other Transaction Documents except toincrease any percentage specified herein or to provide that certain additionalprovisions of this Indenture or the other Transaction Documents cannot bemodified or waived without the consent of the Holders of each Outstanding Noteaffected thereby;

####  

#### (vii)         modify any of theprovisions of this Indenture in such a manner as to affect the calculation ofthe amount of any payment of interest or principal due on any Note on anyPayment Date (including the calculation of any of the individual components ofsuch calculation) or to affect the rights of the Noteholders to the benefit ofany provisions for the mandatory redemption of the Notes contained herein; or

####  

#### (viii)        permit the creation of anylien ranking prior to or on a parity with the lien of this Indenture withrespect to any part of the Trust Estate or, except as otherwise permitted orcontemplated herein, terminate the lien of this Indenture on any suchcollateral at any time subject hereto or deprive the Holder of any Note of thesecurity provided by the lien of this Indenture.

####  

The Indenture Trustee mayin its discretion determine whether or not any Notes would be affected by anysupplemental indenture and any such determination shall be conclusive upon theHolders of all Notes, whether theretofore or thereafter authenticated anddelivered hereunder.  The IndentureTrustee shall not be liable for any such determination made in good faith.

 

The Indenture Trustee mayin its discretion determine whether or not any Notes would be affected by anysupplemental indenture and any such determination shall be conclusive upon theHolders of all Notes, whether theretofore or thereafter authenticated anddelivered hereunder.  The IndentureTrustee shall not be liable for any such determination made in good faith.

 

It shall not be necessaryfor any Act of Noteholders under this Section 9.2 to approve theparticular form of any proposed supplemental indenture, but it shall besufficient if such Act shall approve the substance thereof.  Promptly after the execution by the Issuerand the Indenture Trustee of any supplemental indenture pursuant to this Section9.2, the Indenture Trustee shall mail to the Noteholders to which suchamendment or supplemental indenture relates a notice setting forth in generalterms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or anydefect therein, shall not, however, in any way impair or affect the validity ofany such supplemental indenture.

 

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## **Section 9.3**.           Execution of Supplemental Indentures.

## ** **

In executing, orpermitting the additional trusts created by, any supplemental indenturepermitted by this Article IX or the modification thereby of the trustscreated by this Indenture, the Indenture Trustee shall be entitled to receiveand, subject to Sections 6.1 and 6.2, shall be fully protected inrelying upon an Opinion of Counsel stating that the execution of suchsupplemental indenture is authorized or permitted by this Indenture and thatall conditions precedent in this Indenture to the execution and delivery ofsuch supplemental indenture have been satisfied.  The Indenture Trustee may, but shall not be obligated to, enterinto any such supplemental indenture that affects the Indenture Trustee’s ownrights, duties, liabilities or immunities under this Indenture or otherwise.

 

## **Section 9.4**.           Effect of Supplement Indenture.

## ** **

Upon the execution of anysupplemental indenture pursuant to the provisions hereof, this Indenture shallbe and shall be deemed to be modified and amended in accordance therewith withrespect to the Notes affected thereby, and the respective rights, limitationsof rights, obligations, duties, liabilities and immunities under this Indentureof the Indenture Trustee, the Issuer and the Noteholders shall thereafter bedetermined, exercised and enforced hereunder subject in all respects to suchmodifications and amendments, and all the terms and conditions of any suchsupplemental indenture shall be and be deemed to be part of the terms andconditions of this Indenture for any and all purposes.

 

## **Section 9.5**.           Reference in Notes to SupplementalIndentures.

## ** **

Any Notes authenticatedand delivered after the execution of any supplemental indenture pursuant tothis Article IX may, and if required by the Indenture Trustee shall,bear a notation in form approved by the Indenture Trustee as to any matterprovided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes somodified as to conform, in the opinion of the Indenture Trustee and the Issuer,to any such supplemental indenture may be prepared and executed by the Issuerand authenticated and delivered by the Indenture Trustee in exchange forOutstanding Notes.

 

# **ArticleX**

# ** **

# **Redemptionof Notes**

# ** **

## **Section 10.1**.        Redemption.

## ** **

### (a)           The Notes are subjectto redemption in whole, but not in part, at the direction of the Issuer on anyPayment Date on which the Depositor exercises its option to purchase the assetsof the Issuer pursuant to Section 5.16 of the Sale and Allocation Agreement,and the amount paid by the Depositor pursuant to such Section 5.16 shall betreated as collections in respect of the Contracts, constitute Available Fundsand be applied to pay the unpaid principal amount of the Notes plus all amountsowed to the Insurer plus accrued and unpaid interest thereon.  The Issuer shall furnish notice of suchredemption to the Insurer, the Seller, the Depositor, the Rating Agencies andthe Noteholders.  If the Notes are to beredeemed pursuant to this Section 10.1(a), the Issuer shall furnish orcause the Depositor to furnish notice of such

 

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### election to the Indenture Trustee not later thanfifteen (15) days prior to the Redemption Date and the Issuer shall deposit theRedemption Price of the Notes to be redeemed in the Class A Note PaymentAccount and the Class B Note Payment Account, as applicable, by 10:00 A.M. (NewYork City time) on the Business Day prior to the Redemption Date, whereupon allsuch Notes shall be due and payable on the Redemption Date.

###  

### (b)           In the event that theassets of the Issuer are sold pursuant to Section 5.16 of the Sale andAllocation Agreement, all amounts on deposit in the Note Payment Accounts shallbe paid first, to the Class A Noteholders until such amounts are reduced tozero and all amount are paid in full to the Insurer and second, to the Class BNoteholders, respectively, up to the unpaid principal amount of the Notes andall accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section10.1(b), the Issuer shall, to the extent practicable, furnish or cause theServicer to furnish notice of such event to the Indenture Trustee not laterthan fifteen (15) days prior to the Redemption Date, whereupon all such amountsshall be payable on the Redemption Date.

###  

## **Section 10.2**.        Form of Redemption Notice.

## ** **

Notice of redemption ofthe Notes under Section 10.1(a) shall be given by the Indenture Trusteeby first-class mail, postage prepaid, or by facsimile mailed or transmittedpromptly following receipt of notice from the Issuer or the Servicer pursuantto Section 10.1(a), but not later than ten (10) days prior to theapplicable Redemption Date, to each Holder of the Notes as of the close ofbusiness on the Record Date preceding the applicable Redemption Date, at suchHolder’s address or facsimile number appearing in the Note Register.

 

All notices of redemptionshall state:

 

### (a)           the Redemption Date;

###  

### (b)           the Redemption Price;and

###  

### (c)           the place where theNotes are to be surrendered for payment of the Redemption Price (which shall bethe office or agency of the Issuer to be maintained as provided in Section3.2).

###  

Notice of redemption ofthe Notes shall be given by the Indenture Trustee in the name and at theexpense of the Issuer.  Any failure to givenotice of redemption, or any defect therein, to any Holder of any Note shallnot, however, impair or affect the validity of the redemption of any otherNote.

 

## **Section 10.3**.        Notes Payable on Redemption Date.

## ** **

The Notes to be redeemedshall, following notice of redemption as required by Section 10.2 (inthe case of redemption pursuant to Section 10.1(a)), become due andpayable on the Redemption Date at the Redemption Price and (unless the Issuershall default in the payment of the Redemption Price) no interest shall accrueon the Redemption Price for any period after the date to which accrued interestis calculated for purposes of calculating the Redemption Price.

 

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# **ArticleXI**

# ** **

# **Miscellaneous**

# ** **

## **Section 11.1**.        Compliance Certificates and Opinions, etc.

## ** **

### (a)           Uponany application or request by the Issuer to the Indenture Trustee to take anyaction under any provision of this Indenture, the Issuer shall furnish to theIndenture Trustee (i) an Issuer’s Certificate stating that all conditionsprecedent, if any, provided for in this Indenture relating to the proposedaction have been complied with, (ii) an Opinion of Counsel stating that, in theopinion of such counsel, all such conditions precedent, if any, have beencomplied with.

###  

Every certificate oropinion with respect to compliance with a condition or covenant provided for inthis Indenture shall include:

 

##### (A)          a statement that eachsignatory of such certificate or opinion has read or has caused to be read suchcovenant or condition and the definitions herein relating thereto;

#####  

##### (B)           a brief statement as tothe nature and scope of the examination or investigation upon which thestatements or opinions contained in such certificate or opinion are based;

#####  

##### (C)           a statement that, inthe opinion of each such signatory, such signatory has made such examination orinvestigation as is necessary to enable such signatory to express an informedopinion as to whether or not such covenant or condition has been complied with;and

#####  

##### (D)          a statement as towhether, in the opinion of each such signatory, such condition or covenant hasbeen complied with.

#####  

### (b)           Prior to the deposit ofany Collateral or other property or securities with the Indenture Trustee thatis to be made the basis for the release of any property or securities subjectto the lien of this Indenture, the Issuer shall, in addition to any obligationimposed in Section 11.1(a) or elsewhere in this Indenture, deliver tothe Indenture Trustee an Issuer’s Certificate certifying or stating the opinionof each person signing such certificate as to the fair value (within ninety(90) days of such deposit) to the Issuer of the Collateral or other property orsecurities to be so deposited.

###  

### (c)           Whenever the Issuer isrequired to furnish to the Indenture Trustee an Issuer’s Certificate certifyingor stating the opinion of any signer thereof as to the matters described in Section11.1(b), the Issuer shall also furnish to the Indenture Trustee anIndependent Certificate as to the same matters if the fair value to the Issuerof the property or securities to be so deposited and of all other such propertyor securities made the basis of any such withdrawal or release since thecommencement of the then-current Fiscal Year of the Issuer, as set forth in thecertificates furnished pursuant to Section 11.1(b) and this Section11.1(c), is ten percent (10%) or more of the Class A Note Balance, but sucha certificate need not be furnished with respect to any property or securitiesso deposited if the fair value thereof to the Issuer as set forth in the

 

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### related Issuer’s Certificate is less than $25,000 orless than one percent (1%) of the Class A Note Balance.

###  

### (d)           Whenever any propertyor securities are to be released from the lien of this Indenture, the Issuershall also furnish to the Indenture Trustee an Issuer’s Certificate certifyingor stating the opinion of each person signing such certificate as to the fairvalue (within ninety (90) days of such release) of the property or securitiesproposed to be released and stating that in the opinion of such person theproposed release will not impair the security under this Indenture incontravention of the provisions hereof.

###  

### (e)           Whenever the Issuer isrequired to furnish to the Indenture Trustee an Issuer’s Certificate certifyingor stating the opinion of any signer thereof as to the matters described in Section11.1(d), the Issuer shall also furnish to the Indenture Trustee anIndependent Certificate as to the same matters if the fair value of theproperty or securities and of all other property, other than property ascontemplated by Section 11.1(f) or securities released from the lien ofthis Indenture since the commencement of the then-current calendar year, as setforth in the certificates required by Section 11.1(d) and this Section11.1(e), is ten percent (10%) or more of the Class A Note Balance, but sucha certificate need not be furnished in the case of any release of property orsecurities if the fair value thereof as set forth in the related Issuer’sCertificate is less than $25,000 or less than one percent (1%) of the Class ANote Balance.

###  

### (f)            Notwithstanding Section2.10 or any other provisions of this Section 11.1, the Issuer may,without compliance with the requirements of the other provisions of this Section11.1, (i) collect, liquidate, sell or otherwise dispose of Contracts andFinanced Vehicles as and to the extent permitted or required by the TransactionDocuments and (ii) make cash payments out of the Trust Accounts as and to theextent permitted or required by the Transaction Documents.

###  

## **Section 11.2**.        Form of Documents Delivered to IndentureTrustee.

## ** **

### (a)           In any case whereseveral matters are required to be certified by, or covered by an opinion of,any specified Person, it is not necessary that all such matters be certifiedby, or covered by the opinion of, only one such Person, or that they be socertified or covered by only one document, but one such Person may certify orgive an opinion with respect to some matters and one or more other such Personsas to other matters, and any such Person may certify or give an opinion as tosuch matters in one or several documents.

###  

### (b)           Any certificate oropinion of an Authorized Officer of the Issuer may be based, insofar as itrelates to legal matters, upon a certificate or opinion of, or representationsby, counsel, unless such officer knows, or in the exercise of reasonable careshould know, that the certificate or opinion or representations with respect tothe matters upon which such Issuer’s Certificate or opinion is based areerroneous.  Any such certificate of anAuthorized Officer or Opinion of Counsel may be based, insofar as it relates tofactual matters, upon a certificate or opinion of, or representations by, oneor more officers of the Servicer, the Seller, the Administrator or the Issuer,stating that the information with respect to such factual matters is in thepossession of the Servicer, the Seller, the Administrator or the Issuer, unlesssuch Authorized Officer or counsel knows, or in the exercise of reasonable careshould know, that the certificate or opinion or representations with respect tosuch matters are erroneous.

 

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### (c)           Where any Person isrequired to make, give or execute two or more applications, requests, consents,certificates, statements, opinions or other instruments under this Indenture,they may, but need not, be consolidated and form one instrument.

###  

### (d)           Whenever in thisIndenture, in connection with any application or certificate or report to theIndenture Trustee, it is provided that the Issuer shall deliver any document asa condition of the granting of such application, or as evidence of the Issuer’scompliance with any term hereof, it is intended that the truth and accuracy, atthe time of the granting of such application or at the effective date of suchcertificate or report (as the case may be), of the facts and opinions stated insuch document shall in such case be conditions precedent to the right of theIssuer to have such application granted or to the sufficiency of suchcertificate or report.  The foregoingshall not, however, be construed to affect the Indenture Trustee’s right torely upon the truth and accuracy of any statement or opinion contained in anysuch document as provided in Article VI.

###  

## **Section 11.3**.        Acts of Noteholders.

## ** **

### (a)           Any request, demand,authorization, direction, notice, consent, waiver or other action provided bythis Indenture to be given or taken by the Noteholders may be embodied in andevidenced by one or more instruments of substantially similar tenor signed bythe Noteholders in person or by agents duly appointed in writing, and except asherein otherwise expressly provided such action shall become effective whensuch instrument or instruments are delivered to the Indenture Trustee and,where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied thereinand evidenced thereby) are herein sometimes referred to as the “*Act*”of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument orof a writing appointing any such agent shall be sufficient for any purpose ofthis Indenture and (subject to Section 6.1) conclusive in favor of theIndenture Trustee and the Issuer, if made in the manner provided in this Section11.3.

###  

### (b)           The fact and date ofthe execution by any Person of any such instrument or writing may be proved inany manner that the Indenture Trustee deems sufficient.

###  

### (c)           The ownership of Notesshall be proved by the Note Register.

###  

### (d)           Any request, demand,authorization, direction, notice, consent, waiver or other action by the Holderof any Notes shall bind the Holder of every Note issued upon the registrationthereof or in exchange therefor or in lieu thereof, in respect of anythingdone, omitted or suffered to be done by the Indenture Trustee or the Issuer inreliance thereon, whether or not notation of such action is made upon suchNote.

###  

## **Section 11.4**.        Notices, etc, to Indenture Trustee.

## ** **

Any request, demand,authorization, direction, notice, consent, waiver or Act of Noteholders orother documents provided or permitted by this Indenture shall be in writing andif such request, demand, authorization, direction, notice, consent, waiver, Actof Noteholders is to be made upon, given or furnished to or filed with:

 

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### (a)           the Indenture Trusteeby any Noteholder or by the Issuer, shall be sufficient for every purposehereunder if made, given, furnished or filed in writing to or with theIndenture Trustee at its Corporate Trust Office;

###  

### (b)           the Issuer by theIndenture Trustee or by any Noteholder, shall be sufficient for every purposehereunder if in writing and mailed first-class, postage prepaid to the Issueraddressed to: First Investors Auto Owner Trust 2003-A, c/o Deutsche Bank TrustCompany Delaware, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805-1266,Attention: Corporate Trust, with a copy to: Deutsche Bank Trust CompanyAmericas, 60 Wall Street, 26th Floor, New York, New York 10005, Attention:Structured Finance Services, or at any other address previously furnished inwriting to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit anynotice received by it from the Noteholders to the Indenture Trustee; or

###  

### (c)           the Insurer by theIndenture Trustee, the Servicer or any Noteholder, shall be sufficient forevery purpose hereunder if in writing and mailed first-class, postage prepaidto the Insurer addressed to MBIA Insurance Corporation, 113 King Street,Armonk, New York 10504, Attention: Insured Portfolio Management, StructuredFinance.

###  

Notices required to begiven to the Rating Agencies by the Issuer, the Indenture Trustee or the OwnerTrustee shall be in writing, personally delivered, telecopied or mailed bycertified mail, return receipt requested, to (i) in the case of Moody’s, at thefollowing address: Moody’s Investors Service, Inc., ABS Monitoring Department,99 Church Street, New York, New York 10007 and (ii) in case of S&P, at thefollowing address: Standard & Poor’s, a division of The McGraw-HillCompanies, 55 Water Street (43rd Floor), New York, New York 10041, Attention:Asset Backed Surveillance Department.

 

## **Section 11.5**.        Notices to Noteholders; Waiver Notices toNoteholders.

## ** **

### (a)           Where this Indentureprovides for notice to Noteholders of any event, such notice shall besufficiently given (unless otherwise herein expressly provided) if in writingand mailed, first-class, postage prepaid to each Noteholder affected by suchevent, at its address as it appears on the Note Register, not later than thelatest date, and not earlier than the earliest date, prescribed for the givingof such notice.  In any case wherenotice to Noteholders is given by mail, neither the failure to mail such noticenor any defect in any notice so mailed to any particular Noteholder shallaffect the sufficiency of such notice with respect to other Noteholders, andany notice that is mailed in the manner herein provided shall conclusively bepresumed to have been duly given.

###  

### (b)           Where this Indentureprovides for notice in any manner, such notice may be waived in writing by anyPerson entitled to receive such notice, either before or after the event, andsuch waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with theIndenture Trustee, but such filing shall not be a condition precedent to thevalidity of any action taken in reliance upon such a waiver.

###  

### (c)           If, by reason of thesuspension of regular mail service as a result of a strike, work stoppage orsimilar activity, it shall be impractical to mail notice of any event toNoteholders

 

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### when such notice is required to be given pursuant toany provision of this Indenture, then any manner of giving such notice as shallbe satisfactory to the Indenture Trustee shall be deemed to be a sufficientgiving of such notice.

###  

### (d)           Where this Indentureprovides for notice to the Rating Agencies, failure to give such notice shallnot affect any other rights or obligations created hereunder, and shall notunder any circumstance constitute a Default or Event of Default.

###  

## **Section 11.6**.        Alternate Payment and Notice Provisions.

## ** **

Notwithstanding anyprovision of this Indenture or any of the Notes to the contrary, the Issuer mayenter into any agreement with any Holder of a Note providing for a method ofpayment, or notice by the Indenture Trustee or any Paying Agent to such Holder,that is different from the methods provided for in this Indenture for suchpayments or notices.  The Issuer shallfurnish to the Indenture Trustee a copy of each such agreement and theIndenture Trustee shall cause payments to be made and notices to be given inaccordance with such agreements.

 

## **Section 11.7**.        Effect of Headings and Table of Contents.

## ** **

The Article and Sectionheadings herein and the Table of Contents are for convenience of reference onlyand shall not define or limit any of the terms or provisions hereof.

 

## **Section 11.8**.        Successors and Assigns.

## ** **

All covenants andagreements in this Indenture and the Notes by the Issuer shall bind itssuccessors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shallbind its successors, co-trustees and agents.

 

## **Section 11.9**.        Severability.

## ** **

If any provision of thisIndenture or the Notes shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions of thisIndenture and the Notes shall not in any way be affected or impaired thereby.

 

## **Section 11.10**.      Benefits of Indenture.

## ** **

Nothing in this Indentureor in the Notes, express or implied, shall give to any Person, other than theparties hereto and their successors hereunder, the Insurer, the Noteholders,any other party secured hereunder, and any other Person with an ownershipinterest in any part of the Trust Estate, any benefit or any legal or equitableright, remedy or claim under this Indenture.

 

## **Section 11.11**.      Legal Holiday.

## ** **

If the date on which anypayment is due shall not be a Business Day, then (notwithstanding any otherprovision of the Notes or this Indenture) payment need not be made on such datebut may be made on the next succeeding Business Day with the same force andeffect as if made on the date on which nominally due, and no interest shallaccrue for the period from and after any such nominal date.

 

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## **Section 11.12**.      Governing Law.

## ** **

This Indenture shall beconstrued in accordance with the laws of the State of New York withoutreference to its conflict of law provisions and the obligations, rights andremedies of the parties under this Indenture shall be determined in accordancewith such laws.

 

## **Section 11.13**.      Counterparts.

## ** **

This Indenture may beexecuted in any number of counterparts, each of which counterparts when soexecuted shall be deemed to be an original, and all of which counterparts shalltogether constitute but one and the same instrument.

 

## **Section 11.14**.      Recording of Indenture.

## ** **

If this Indenture issubject to recording in any appropriate public recording office, such recordingshall be effected by the Issuer at its expense and shall be accompanied by anOpinion of Counsel (which may be counsel to the Indenture Trustee or any othercounsel reasonably acceptable to the Indenture Trustee) to the effect that suchrecording is necessary either for the protection of the Noteholders or anyother Person secured hereunder or for the enforcement of any right or remedygranted to the Indenture Trustee under this Indenture.

 

## **Section 11.15**.      Trust Obligation.

## ** **

No recourse may be taken,directly or indirectly, with respect to the obligations of the Issuer, theOwner Trustee or the Indenture Trustee on the Notes or under this Indenture orany certificate or other writing delivered in connection herewith or therewithagainst (a) the Indenture Trustee or the Owner Trustee in its individualcapacity, (b) any holder of a beneficial interest in the Issuer or (c) anypartner, owner, beneficiary, agent, officer, director, employee or agent of theIndenture Trustee or the Owner Trustee in its individual capacity, of anyholder of a beneficial interest in the Issuer, the Owner Trustee or theIndenture Trustee or of any successor or assign of the Indenture Trustee or theOwner Trustee in its individual capacity, except as any such Person may haveexpressly agreed (it being understood that the Indenture Trustee and the OwnerTrustee have no such obligations in their individual capacities), and exceptthat any such partner, owner or beneficiary shall be fully liable, to theextent provided by applicable law, for any unpaid consideration for stock,unpaid capital contribution or failure to pay any installment or call owing tosuch entity.  For all purposes of thisIndenture the Owner Trustee (as such and in its individual capacity) shall besubject to, and entitled to the benefits of, the terms and provisions of theTrust Agreement.

 

## **Section 11.16**.      No Petition.

## ** **

The Indenture Trustee, byentering into this Indenture, and each Noteholder or Note Owner, by accepting aNote or beneficial interest in a Note, as the case may be, hereby covenant andagree that they will not at any time institute against, join in any institutionagainst, or knowingly or intentionally cooperate or encourage any other Personin instituting against, the Depositor or the Issuer, any bankruptcy,reorganization, arrangement, insolvency or liquidation proceedings or otherproceedings under any United States federal or state bankruptcy or similar

 

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law in connection withany obligations relating to the Notes, this Indenture or any of the otherTransaction Documents.

 

## **Section 11.17**.      Inspection.

## ** **

The Issuer shall, withreasonable prior notice, permit any representative of the Indenture Trustee orthe Insurer, during the Issuer’s normal business hours, to examine the books ofaccount, records, reports and other papers of the Issuer, to make copies andextracts therefrom, to cause such books to be audited by Independent certifiedpublic accountants, and to discuss the Issuer’s affairs, finances and accountswith the Issuer’s officers, employees, and Independent certified publicaccountants, all at such reasonable times and as often as may be reasonablyrequested.  The Indenture Trustee shalland shall cause its representatives to hold in confidence all such informationexcept to the extent disclosure may be required by law (and all reasonableapplications for confidential treatment are unavailing) and except to theextent that the Indenture Trustee may reasonably determine that such disclosureis consistent with its obligations hereunder.

 

## **Section 11.18**.      Certain Matters Regarding the Insurer.

## ** **

If no Insurer Defaultshall have occurred and be continuing, the Insurer shall have the right toexercise all rights, including voting rights, which the Class A Noteholders areentitled to exercise pursuant to this Indenture, without any consent of suchClass A Noteholders except for amendments which require the consent of bothClass A Noteholders and the Insurer, in accordance with Section 9.2; provided,however, that, without the consent of each Class A Noteholder affectedthereby, the Insurer shall not exercise such rights to amend this Indenture inany manner that would (a) reduce the amount of, or delay the timing of,collections of payments on the Contracts or distributions which are required tobe made on any Class A Note, (b) adversely affect in any material respect theinterests of the Holders of any Class A Notes or (c) alter the rights of anysuch Class A Holder to consent to such amendment.

 

Notwithstanding anyprovision of this Indenture to the contrary, if an Insurer Default has occurredand is continuing, the Insurer shall not have the right to take any actionunder this Indenture or to control or direct the actions of the Issuer, theIndenture Trustee or the Owner Trustee pursuant to the terms of this Indenture,nor shall the consent of the Insurer be required with respect to any action (orwaiver of a right to take action) to be taken by the Issuer, the IndentureTrustee, the Owner Trustee, or the Class A Noteholders; provided,however, that (i) the consent of the Insurer shall be required at all timeswith respect to any amendment of this Indenture and (ii) the Insurer shall beentitled to receive notices hereunder at all times whether or not an InsurerDefault has occurred.

 

## **Section 11.19**.      Acknowledgment of Multiple Roles.

## ** **

The parties expresslyacknowledge and consent to Wells Fargo Bank Minnesota, National Association (“*WellsFargo*”) acting in the possible dual capacity of Back-up Serviceror successor Servicer and in the capacity as Indenture Trustee andCustodian.  Wells Fargo may, in suchdual capacity, discharge its separate functions fully, without hindrance orregard to conflict of interest principles, duty of loyalty principles or otherbreach of fiduciary duties to the extent

 

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that any such conflict orbreach arises from the performance by Wells Fargo of express duties set forthin this Indenture in any of such capacities, all of which defenses, claims orassertions are hereby expressly waived by the other parties hereto except inthe case of negligence (other than errors in judgment) and willful misconductby Wells Fargo.

 

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IN WITNESS WHEREOF, theparties hereto have caused this Indenture to be duly executed by theirrespective officers, thereunto duly authorized and duly attested, all as of theday and year first above written.

 
|   | FIRST INVESTORS  AUTO OWNER TRUST 2003-A                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                      |
|   | By:                                                                                                                       | DEUTSCHE BANK  TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner  Trustee |
|   |                                                                                                                      |
|   | By:                                                                                                                       |   |
|   | Name:                                                                                                                     |   |
|   | Title:                                                                                                                    |   |
|   |                                                                                                                      |
|   |                                                                                                                      |
|   | WELLS FARGO BANK  MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but as  Indenture Trustee and Custodian |
|   |                                                                                                                      |
|   |                                                                                                                      |
|   | By:                                                                                                                       |   |
|   | Name:                                                                                                                     |   |
|   | Title:                                                                                                                    |   |
|        |                                                                                                                           |  |  |  |  |  |  |  |

 

[INDENTURE SIGNATUREPAGE]

 

----

 

SCHEDULE A

to Indenture

 

 

**Perfection Representations,Warranties And Covenants**

 

In addition to therepresentations, warranties and covenants contained in the Indenture, theIssuer hereby represents, warrants, and covenants to the Indenture Trustee asfollows on the Closing Date, and on each Additional Contract Purchase Date, ineach case only with respect to the Collateral pledged to the Indenture Trusteeon the Closing Date, or the relevant Additional Contract Purchase Date:

 

**General**

 

1.             The Indenture createsa valid and continuing security interest (as defined in UCC Section 9-102) inthe Collateral in favor of the Indenture Trustee, which security interest isprior to all other Liens, except as set forth below, and is enforceable as suchas against creditors of and purchasers from and assignees of the Issuer.

 

2.             Each Contractconstitutes “tangible chattel paper” and not “electronic chattel paper”, withinthe meaning of UCC Section 9-102.

 

3.             The Issuer has takenor will take all steps necessary actions with respect to the Contracts toperfect the security interest of the Indenture Trustee in the Contracts .

 

**Creation**

 

1.             The Issuer owns andhas good and marketable title to the Collateral, free and clear of any Lien,claim or encumbrance of any Person, excepting only tax liens, mechanics’ liensand other liens that arise by the operation of law, in each case on any of theFinanced Vehicles and arising solely as a result of an action or omission ofthe related Obligor.

 

**Perfection**

 

1.             The Issuer has causedthe filing of all appropriate financing statements in the proper filing officein the appropriate jurisdictions under applicable law in order to perfect thesecurity interest in the Collateral granted to the Indenture Trustee under theIndenture.

 

2.             With respect toCollateral that constitutes tangible chattel paper, such tangible chattel paperis in the possession of the Custodian, and the Issuer has received a writtenacknowledgment from the Custodian, that it is holding such tangible chattelpaper for the benefit of the Indenture Trustee and the Issuer.  All financing statements filed or to befiled against the Issuer in favor of the Indenture Trustee in connection withthis Indenture describing the Collateral contain a statement to the followingeffect: “A purchase of or security interest in any collateral described in thisfinancing statement will violate the rights of the Secured Party.”

 

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**Priority**

 

1.             Other than thesecurity interest granted to the Indenture Trustee pursuant to this Indenture,the Issuer has not pledged, assigned, sold, granted a security interest in, orotherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, or is aware of any financingstatements against either the Seller, the Depositor or the Issuer that includesa description of the Collateral and proceeds related thereto other than anyfinancing statement:  (i) relating tothe sale of the Contributed Property by the Seller to the Depositor under theContribution Agreement; (ii) relating to the sale of the Trust Property by theDepositor to the Issuer under the Sale and Allocation Agreement; (iii) relatingto the security interest granted to the Indenture Trustee by the Issuer underthe Indenture; or (iv) that has been terminated or amended to reflect a releaseof the Collateral.

 

2.             The Issuer is notaware of any judgment, ERISA or tax lien filings against either the Seller, theDepositor or the Issuer.

 

3.             None of the tangiblechattel paper that constitutes or evidences the Contracts has any marks ornotations indicating that it has been pledged, assigned or otherwise conveyedto any Person other than the Seller, the Depositor, the Issuer or the IndentureTrustee.

 

**Survival of PerfectionRepresentations**

 

1.             Notwithstanding anyother provision of this Indenture, the Contribution Agreement, the Sale andAllocation Agreement or any other Transaction Document, the PerfectionRepresentations, Warranties and Covenants contained in this Schedule shall becontinuing, and remain in full force and effect until such time as allobligations under the Sale and Allocation Agreement, Contribution Agreement andthe Indenture have been finally and fully paid and performed.

 

**No Waiver**

 

1.             The parties hereto:(i) shall not, without obtaining a confirmation of the then-current rating ofthe Class A Notes (without giving effect to the Policy), waive any of thePerfection Representations, Warranties or Covenants; (ii) shall provide theRating Agencies with prompt written notice of any breach of the PerfectionRepresentations, Warranties or Covenants, and shall not, without obtaining aconfirmation of the then-current rating of the Class A Notes (without givingeffect to the Policy) as determined after any adjustment or withdrawal of theratings following notice of such breach) waive a breach of any of thePerfection Representations, Warranties or Covenants.

 

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Exhibit A-1$139,661,000

 

UNLESS THIS CLASS A NOTEIS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OFCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONIS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS ANINTEREST HEREIN.

 

THIS IS NOTE HAS NOT BEENAND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE.  ACCORDINGLY, TRANSFER OF THIS CLASS A NOTEIS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.15 OF THEINDENTURE.  BY ITS ACCEPTANCE OF THISCLASS A NOTE, THE HOLDER OF THIS CLASS A NOTE IS DEEMED TO REPRESENT TO THEISSUER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FORITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENTFOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

 

NO SALE, PLEDGE OR OTHERTRANSFER OF THIS CLASS A NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR OTHERTRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT, (B) FOR SO LONG AS THE CLASS A NOTES ARE ELIGIBLE FOR RESALE PURSUANTTO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THE TRANSFEROR REASONABLYBELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED INRULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE INRELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF1940, AS AMENDED AND ANY APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR ISMADE IN ACCORDANCE WITH EACH SUCH ACT AND STATE LAWS. THE INDENTURE TRUSTEE MAYREQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANYSALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS A NOTE PURSUANT TO CLAUSES (A) OR(C) ABOVE.  ALL OPINIONS OF COUNSELREQUIRED IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLYACCEPTABLE TO THE INDENTURE TRUSTEE.

 

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EACH TRANSFEREE OF THISCLASS A NOTE IS DEEMED TO REPRESENT AND WARRANT THAT, WITH RESPECT TO THESOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS CLASS A NOTE (THE“SOURCE”) EITHER (A) SUCH SOURCE IS NOT AN “EMPLOYEE BENEFIT PLAN” (WITHIN THEMEANING OF SECTION 3(3) OF ERISA), A “PLAN” (WITHIN THE MEANING OF SECTION4975(E)(1) OF THE CODE) OR A PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILARPROVISION OF ANY FEDERAL, STATE OR LOCAL LAW, OR A PERSON USING ASSETS OF ANYSUCH PLAN, OR (B) THE ACQUISITION AND HOLDING OF THIS CLASS A NOTE BY SUCHSOURCE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTIONUNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SUBSTANTIALLYSIMILAR PROVISION OF ANY FEDERAL, STATE OR LOCAL LAW.

 

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| REGISTERED |   |                 |
|------------|--------|----------------------|
| No. A-1    |   | CUSIP NO.  32057TAC5 |

 

FIRST INVESTORSAUTO OWNER TRUST 2003-A

 

FORM OF 2.58%CLASS A ASSET-BACKED NOTES

 

First Investors AutoOwner Trust 2003-A, a statutory trust organized and existing under the laws ofthe State of Delaware (herein referred to as the “*Issuer*”), for valuereceived, hereby promises to pay to Cede & Co., or its registered assigns,the principal sum of $139,661,000 payable on each Payment Date in the aggregateamount, if any, payable from the Class A Note Payment Account in respect ofprincipal on the Class A Notes pursuant to and in accordance with Section2.8 of the Indenture, dated as of November 20, 2003 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Indenture*”),between the Issuer and Wells Fargo Bank Minnesota, National Association, anational banking association, as Indenture Trustee and Custodian (in suchcapacities the “*Indenture Trustee*”**and the “*Custodian*”)and Section 3.5 of the Sale and Allocation Agreement; provided,however, that if not paid prior to such date, the entire unpaid principalamount of this Note shall be due and payable on the earlier of April 20, 2011(the “*FinalNote Payment Date*”) and the Redemption Date, if any, pursuant toSection 10.1(a) of the Indenture. Capitalized terms used but not defined herein are defined in ArticleI of the Indenture, which also contains rules as to construction that shallbe applicable herein.

 

The Issuer shall payinterest on this Class A Note at the rate per annum shown above on each PaymentDate until the principal of this Class A Note is paid or made available forpayment, on the principal amount of this Class A Note outstanding on thepreceding Payment Date (after giving effect to all payments of principal madeon the preceding Payment Date), subject to certain limitations contained in Section3.1 of the Indenture. Interest on this Class A Note will accrue for eachPayment Date from and including the previous Payment Date (or, in the case ofthe initial Payment Date or if no interest has been paid, from the ClosingDate) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year of twelve30-day months.  Such principal of andinterest on this Class A Note shall be paid in the manner specified on thereverse hereof.

 

The principal of andinterest on this Class A Note are payable in such coin or currency of theUnited States of America as at the time of payment is legal tender for paymentof public and private debts.  Allpayments made by the Issuer with respect to this Class A Note shall be appliedfirst to interest due and payable on this Class A Note as provided above andthen to the unpaid principal of this Class A Note.

 

Reference is made to thefurther provisions of this Class A Note set forth on the reverse hereof, whichshall have the same effect as though fully set forth on the face of this ClassA Note.

 

Unless the certificate ofauthentication hereon has been executed by the Indenture Trustee whose nameappears below by manual signature, this Class A Note shall not be entitled toany

 

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benefit under theIndenture referred to on the reverse hereof, or be valid or obligatory for anypurpose.

 

This Class A Note is oneof a duly authorized issue of Class A Notes of the Issuer, designated as itsClass A Asset-Backed Notes, are issued under the Indenture, to which Indentureand all indentures supplemental thereto reference is hereby made for astatement of the respective rights and obligations thereunder of the Issuer,the Indenture Trustee and the Holders of the Class A Notes.  The Class A Notes are subject to all termsof the Indenture.

 

This Class A Note is andwill be secured by the Collateral pledged as security therefor as provided inthe Indenture.

 

Principal of this Class ANote is payable on each Payment Date as described on the face hereof.  “*Payment Date*” means the fifteenth dayof each month or, if any such day is not a Business Day, the next succeedingBusiness Day, commencing December 22, 2003.

 

The entire unpaidprincipal amount of this Class A Note shall be due and payable on the earlierof the Final Note Payment Date and the Redemption Date, if any, pursuant to Section10.1(a) of the Indenture.  Notwithstandingthe foregoing, the entire unpaid principal amount of this Note shall be due andpayable on the date on which an Event of Default shall have occurred and theNotes have to be immediately due and payable in the manner provided in Section5.2 of the Indenture. Notwithstanding the foregoing sentence, this Class A Note shall becomeimmediately due and payable without declaration, notice or demand by or to anyPerson upon the occurrence of an Event of Default specified in Section5.1(i) of the Indenture with respect to the Issuer.  All principal payments on the Class A Notesshall be made prorata to the Class A Holders entitled thereto.

 

Payments of interest onthis Class A Note due and payable on each Payment Date, together with theinstallment of principal, if any, to the extent not in full payment of thisNote, shall be made by check mailed to the Person in whose name this Class ANote is registered appears as the Registered Holder of this Class A Note (orone or more Predecessor Notes) on the related Record Date by check mailedfirst-class postage prepaid to such Person’s address as it appears on the NoteRegister on such Record Date; provided, however, that, unless Definitive Noteshave been issued pursuant to Section 2.13 of the Indenture, if this ClassA Note is registered in the name of the nominee of the Clearing Agency(initially, such nominee to be Cede & Co.), payments will be made by wiretransfer in immediately available funds to the account designated by suchnominee.  Any reduction in the principalamount of this Class A Note effected by any payments made on any Payment Dateshall be binding upon all future Holders of this Class A Note and of any ClassA Note issued upon the registration of transfer hereof or in exchange hereof orin lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, forpayment in full of the then remaining unpaid principal amount of this Class ANote on a Payment Date, then the Indenture Trustee, in the name of and onbehalf of the Issuer, will notify the Person who was the registered Holderhereof as of the Record Date preceding such Payment Date by notice mailed ortransmitted by facsimile prior to such Payment Date, and the amount then dueand payable shall be payable only upon presentation and surrender of this ClassA Note at the Indenture Trustee’s Corporate Trust Office or at the office ofthe Indenture Trustee’s agent appointed for such purposes located at Sixth

 

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Street and MarquetteAvenue MAC N9311-161, Minneapolis, Minnesota 55479, Attention:  CorporateTrust Services Asset-Backed Administration or such other address as theIndenture Trustee may designate from time to time as its Corporate Trust Officesin accordance with the Indenture.

 

The Issuer shall payinterest on overdue installments of interest at the Note Rate to the extentpermitted by law.

 

The Class A Notes areentitled to the benefits of the Policy issued by the Insurer.  The Insurer is obligated to pay, inaccordance with the terms of the Policy as described in the “Statement ofInsurance” attached hereto.

 

As provided in theIndenture, the Notes may be redeemed in the manner and to the extent describedin Section 10.1(a) of the Indenture.

 

As provided in theIndenture, and subject to certain limitations set forth therein, the transferof this Class A Note may be registered on the Note Register upon surrender ofthis Class A Note for registration of transfer at the office or agency designatedby the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by awritten instrument of transfer in form satisfactory to the Indenture Trusteeduly executed by, the Holder hereof or such Holder’s attorney duly authorizedin writing, and thereupon one or more new Class A Notes of authorizeddenominations and in the same aggregate principal amount will be issued to thedesignated transferee or transferees. No service charge will be charged for any registration of transfer orexchange of this Class A Note, but the transferor may be required to pay a sumsufficient to cover any tax or other governmental charge that may be imposed inconnection with any such registration of transfer or exchange.

 

Each Noteholder or NoteOwner, by its acceptance of this Class A Note or, in the case of a Note Owner,a beneficial interest in this Class A Note, covenants and agrees that norecourse may be taken, directly or indirectly, with respect to the obligationsof the Issuer, the Owner Trustee or the Indenture Trustee on this Class A Noteor under the Indenture or any certificate or other writing delivered inconnection therewith, against (i) the Indenture Trustee or the Owner Trustee,each in its individual capacity, (ii) any owner of a beneficial interest in theIssuer or (iii) any partner, owner, beneficiary, agent, officer, director oremployee of the Indenture Trustee or the Owner Trustee, each in its individualcapacity, any holder of a beneficial interest in the Issuer, the Owner Trusteeor the Indenture Trustee or of any successor or assign of the Indenture Trusteeor the Owner Trustee, each in its individual capacity, except as any suchPerson may have expressly agreed (it being understood that the IndentureTrustee and the Owner Trustee have no such obligations in their individualcapacities) and except that any such partner, owner or beneficiary shall befully liable, to the extent provided by applicable law, for any unpaidconsideration for stock, unpaid capital contribution for stock, unpaid capitalcontribution or failure to pay any installment or call owing to such entity.

 

Each Noteholder or NoteOwner, by accepting this Class A Note or a beneficial interest in this Class ANote, as the case may be, hereby covenants and agrees that it will not at any timeinstitute against, join in any institution against, or knowingly orintentionally cooperate or encourage any other Person in instituting against,the Depositor or the Issuer, any bankruptcy,

 

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reorganization,arrangement, insolvency or liquidation proceedings or other proceedings underany United States federal or state bankruptcy or similar law in connection withany obligations relating to the Notes, the Indenture or any of the otherTransaction Documents.

 

The Issuer has enteredinto the Indenture and this Class A Note is issued with the intention that, forfederal, state and local income, and franchise tax purposes, the Class A Noteswill qualify as indebtedness of the Issuer secured by the Trust Estate.  The Issuer, by entering into the Indentureand this Class A Note, and each Noteholder, by its acceptance of this Class ANote (and each Note Owner by its acceptance of a beneficial interest in thisClass A Note), agree to treat this Class A Note as indebtedness of the Issuerfor federal, state and local income and franchise tax purposes.

 

Prior to the duepresentment for registration of transfer of this Class A Note, the Issuer, theIndenture Trustee and any agent of the Issuer or the Indenture Trustee maytreat the Person in whose name this Class A Note (as of the day ofdetermination or as of such other date as may be specified in the Indenture) isregistered as the owner hereof for all purposes, whether or not this Class ANote be overdue, and none of the Issuer, the Indenture Trustee or any suchagent shall be affected by notice to the contrary.

 

The Indenture allows,with certain exceptions as therein provided, the Issuer and the IndentureTrustee to enter into one or more indentures that are supplemental to theIndenture and which effect a modification of the rights and obligations of theIssuer and the rights of the Holders of the Class A Notes under the Indentureat any time by the Issuer with the consent of the Noteholders evidencing notless than 51% of the Class A Note Balance (subject to the right of the Insurerto exercise such consent provided that no Insurer Default shall have occurredand be continuing).  The Indenture alsopermits the Indenture Trustee and the Issuer to enter into supplementalindentures with respect to certain terms and conditions set forth in theIndenture without the consent of Holders of the Class A Notes issuedthereunder.

 

The term “Issuer,” asused in this Class A Note, includes any successor to the Issuer under theIndenture.

 

The Class A Notes areissuable only in registered form in denominations as provided in the Indenture,subject to certain limitations therein set forth.

 

This Class A Note and theIndenture shall be governed by, and construed in accordance with the laws ofthe State of New York, without reference to its conflict of law provisions, andthe obligations, rights and remedies of the parties hereunder and thereundershall be determined in accordance with such laws.

 

No reference herein tothe Indenture, and no provision of this Class A Note or of the Indenture, shallalter or impair the obligation of the Issuer, which is absolute andunconditional, to pay the principal of and interest on this Class A Note at thetimes, place and rate, and in the coin or currency herein prescribed.

 

Anything herein to thecontrary notwithstanding, except as expressly provided in the TransactionDocuments, none of Wells Fargo Bank Minnesota, National Association, in itsindividual capacity, Deutsche Bank Trust Company Delaware, in its individualcapacity, any

 

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owner of a beneficialinterest in the Issuer, or any of their respective partners, beneficiaries,agents, officers, directors, employees or successors or assigns shall bepersonally liable for, nor shall recourse be had to any of them for, thepayment of principal or of interest on this Class A Note or performance of, oromission to perform, any of the covenants, obligations or indemnificationscontained in the Indenture.  The Holderof this Class A Note, by its acceptance hereof (and each Note Owner, by itsacceptance of a beneficial interest herein), agrees that, except as expresslyprovided in the Transaction Documents, in the case of an Event of Default underthe Indenture, the Holder shall have no claim against any of the foregoing forany deficiency, loss or claim therefrom; provided, however, thatnothing contained herein shall be taken to prevent recourse to, and enforcementagainst, the assets of the Issuer for any and all liabilities, obligations andundertakings contained in the Indenture or in this Class A Note.

 

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IN WITNESS WHEREOF, theIssuer has caused this instrument to be signed as of the date set forth below.

 

Date:  November 20, 2003

 
|   | FIRST INVESTORS  AUTO OWNER TRUST 2003-A |
|--------|------------------------------------------|
|   |                                     |
|   | By:                                      | DEUTSCHE BANK  TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner  Trustee under the Trust Agreement |
|   |                                     |
|   | By:                                      |   |   |
|   | Authorized Signatory                     |   |
|        |                                          |  |  |  |

 

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INDENTURETRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the ClassA Notes designated above and referred to in the within-mentioned Indenture.

 
|   | WELLS FARGO BANK  MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as  Indenture Trustee |
|--------|--------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |
|   | By:                                                                                                                |   |   |
|   | Authorized  Signatory                                                                                              |   |

 

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ASSIGNMENT

 

Social Security ortaxpayer I.D. or other identifying number of assignee:

 

 

 

FOR VALUE RECEIVED, theundersigned hereby sells, assigns and transfers unto:

 

 

 

(name and address ofassignee)

 

the within Note and allrights thereunder, and hereby irrevocably constitutes and appoints                                  ,attorney, to transfer said Note on the books kept for registration thereof,with full power of substitution in the premises.

 

 
| Dated: |                  |   |
|--------|-----------------------|--------|
|   | */                    |
|   | Signature of Assignor |
|   |
|   |
|   | */                    |
|   | Signature Guaranteed  |
|        |                       |        |  |  |

 

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*/            NOTICE:  The signature to this assignment mustcorrespond with the name of the registered owner as it appears on the face ofthe within Class A Note in every particular, without alteration, enlargement orany change whatever.  Such signaturemust be guaranteed by an “eligible guarantor institution” meeting therequirements of the Note Registrar.

 

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STATEMENT OFINSURANCE

 

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Exhibit A-2$5,065,890.91

 

THIS CLASS B NOTE HAS NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “*SECURITIESACT*”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS CLASSB NOTE, AGREES THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERREDONLY (1) TO AN AFFILIATE OF THE DEPOSITOR, (2) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (3) IN RELIANCE ON ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUBJECTTO THE ISSUER’S AND THE INDENTURE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALEOR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONAND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  ANY NOTEHOLDER WILL, AND EACH SUBSEQUENTNOTEHOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THERESALE RESTRICTIONS REFERRED TO ABOVE. THE ISSUER IS NOT OBLIGATED TO REGISTER THIS CLASS B NOTE UNDER THE 1933ACT OR ANY STATE SECURITIES OR BLUE SKY LAWS. TRANSFER OF THIS CLASS B NOTE IS SUBJECT TO ADDITIONAL TRANSFERRESTRICTIONS CONTAINED IN SECTION 2.16 OF THE INDENTURE.  EACH HOLDER OF THIS CLASS B NOTE AGREES THATTHIS CLASS B NOTE IS SUBJECT TO THE PROVISIONS OF ARTICLE 8 OF THE UNIFORMCOMMERCIAL CODE AS IN EFFECT IN ALL APPLICABLE JURISDICTIONS.

 

No. B-1

 

FIRST INVESTORSAUTO OWNER TRUST 2003-A

 

FORM OF CLASS BASSET-BACKED NOTES

 

First Investors AutoOwner Trust 2003-A, a statutory trust organized and existing under the laws ofthe State of Delaware (herein referred to as the “*Issuer*”), for valuereceived, hereby promises to pay to **First Investors Auto Funding Corporation** orits registered assigns, the principal sum of $5,065,890.91 payable on eachPayment Date in the aggregate amount, if any, payable from the Class B NotePayment Account in respect of principal on the Class B Notes pursuant to and inaccordance with Section 2.8 of the Indenture, dated as of November 20,2003 (as amended, supplemented or otherwise modified and in effect from time totime, the “*Indenture*”), between the Issuer and Wells Fargo BankMinnesota, National Association, a national banking association, as IndentureTrustee and Custodian (in such capacities the “*Indenture Trustee*”and the “*Custodian*”)and Section 3.5 of the Sale and Allocation Agreement; provided, however,that if not paid prior to such date, the entire unpaid principal amount of thisNote shall be due and payable on the earlier of April 20, 2011 (the “*FinalNote Payment Date*”) and the Redemption Date, if any, pursuant toSection 10.1(a) of the Indenture. Capitalized terms

 

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used but not definedherein are defined in Article I of the Indenture, which also containsrules as to construction that shall be applicable herein.

 

Principal of this Class BNote shall be paid in the manner specified on the reverse hereof.

 

The principal of thisClass B Note is payable in such coin or currency of the United States ofAmerica as at the time of payment is legal tender for payment of public andprivate debts.

 

This Class B Note shallnot accrue interest.

 

Reference is made to thefurther provisions of this Class B Note set forth on the reverse hereof, whichshall have the same effect as though fully set forth on the face of this ClassB Note.

 

Unless the certificate ofauthentication hereon has been executed by the Indenture Trustee whose nameappears below by manual signature, this Class B Note shall not be entitled toany benefit under the Indenture referred to on the reverse hereof, or be validor obligatory for any purpose.

 

[REMAINDER OF THISPAGE LEFT INTENTIONALLY BLANK.]

 

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This Class B Note is oneof a duly authorized issue of Class B Notes of the Issuer, designated as itsClass B Asset-Backed Notes, are issued under the Indenture, to which Indentureand all indentures supplemental thereto reference is hereby made for astatement of the respective rights and obligations thereunder of the Issuer,the Indenture Trustee and the Holders of the Notes.  The Class B Notes are subject to all terms of the Indenture.

 

This Class Note is andwill be equally and ratably secured by the Collateral pledged as securitytherefor as provided in the Indenture.

 

Principal of this Class BNote is due and payable on each Payment Date as described on the facehereof.  “*Payment Date*” meansthe fifteenth day of each month or, if any such day is not a Business Day, thenext succeeding Business Day, commencing December 22, 2003.

 

As described above, theentire unpaid principal amount of this Class B Note shall be due and payable onthe earlier of the Final Note Payment Date and the Redemption Date, if any,pursuant to Section 10.1(a) of the Indenture.  Notwithstanding the foregoing, the entire unpaid principal amountof this Note shall be due and payable on the date on which an Event of Defaultshall have occurred and the Notes have been declared to be immediately due andpayable in the manner provided in Section 5.2 of the Indenture.  Notwithstanding the foregoing sentence, thisClass B Note shall become immediately due and payable without declaration,notice or demand by or to any Person upon the occurrence of an Event of Defaultspecified in Section 5.1(i) of the Indenture with respect to theIssuer.  All principal payments on theClass B Notes shall be made prorata to the Class B Holdersentitled thereto.

 

Installments ofprincipal, if any, to the extent not in full payment of this Note, shall bemade by check mailed to the Person in whose name this Class B Note isregistered appears as the Registered Holder of this Class B Note (or one ormore Predecessor Notes) on the related Record Date by wire transfer inimmediately available funds to the account designated by such Holder.  Any reduction in the principal amount ofthis Class B Note effected by any payments made on any Payment Date shall bebinding upon all future Holders of this Class B Note and of any Class B Noteissued upon the registration of transfer hereof or in exchange hereof or inlieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, forpayment in full of the then remaining unpaid principal amount of this Class BNote on a Payment Date, then the Indenture Trustee, in the name of and onbehalf of the Issuer, will notify the Person who was the registered Holderhereof as of the Record Date preceding such Payment Date by notice mailed ortransmitted by facsimile prior to such Payment Date, and the amount then dueand payable shall be payable only upon presentation and surrender of this Noteat the Indenture Trustee’s Corporate Trust Office or at the office of theIndenture Trustee’s agent appointed for such purposes located at Sixth Streetand Marquette Avenue MAC N9311-161, Minneapolis, Minnesota 55479, Attention:Corporate Trust Services Asset-Backed Administration or such other address asthe Indenture Trustee may designate from time to time as its Corporate TrustOffices in accordance with the Indenture.

 

As provided in theIndenture, the Notes may be redeemed in the manner and to the extent describedin Section 10.1(a) of the Indenture.

 

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As provided in theIndenture, and subject to certain limitations set forth therein, the transferof this Class B Note may be registered on the Note Register upon surrender ofthis Note for registration of transfer at the office or agency designated bythe Issuer pursuant to the Indenture, duly endorsed by, or accompanied by awritten instrument of transfer in form satisfactory to the Indenture Trusteeduly executed by, the Holder hereof or such Holder’s attorney duly authorizedin writing, and thereupon one or more new Class B Notes of authorizeddenominations and in the same aggregate principal amount will be issued to thedesignated transferee or transferees. No service charge will be charged for any registration of transfer orexchange of this Class B Note, but the transferor may be required to pay a sumsufficient to cover any tax or other governmental charge that may be imposed inconnection with any such registration of transfer or exchange.

 

Each Noteholder, by itsacceptance of this Class B Note, covenants and agrees that no recourse may betaken, directly or indirectly, with respect to the obligations of the Issuer,the Owner Trustee or the Indenture Trustee on this Class B Note or under theIndenture or any certificate or other writing delivered in connectiontherewith, against (i) the Indenture Trustee or the Owner Trustee, each in itsindividual capacity, (ii) any owner of a beneficial interest in the Issuer or(iii) any partner, owner, beneficiary, agent, officer, director or employee ofthe Indenture Trustee or the Owner Trustee, each in its individual capacity,any holder of a beneficial interest in the Issuer, the Owner Trustee or theIndenture Trustee or of any successor or assign of the Indenture Trustee or theOwner Trustee, each in its individual capacity, except as any such Person mayhave expressly agreed (it being understood that the Indenture Trustee and theOwner Trustee have no such obligations in their individual capacities) andexcept that any such partner, owner or beneficiary shall be fully liable, tothe extent provided by applicable law, for any unpaid consideration for stock,unpaid capital contribution for stock, unpaid capital contribution or failureto pay any installment or call owing to such entity.

 

Each Noteholder, byaccepting this Class B Note hereby covenants and agrees that it will not at anytime institute against, join in any institution against, or knowingly orintentionally cooperate or encourage any other Person in instituting against,the Depositor or the Issuer, any bankruptcy, reorganization, arrangement,insolvency or liquidation proceedings or other proceedings under any UnitedStates federal or state bankruptcy or similar law in connection with anyobligations relating to the Notes, the Indenture or any of the otherTransaction Documents.

 

The Issuer has enteredinto the Indenture and this Class B Note is issued with the intention that, forfederal, state and local income, and franchise tax purposes, the Class B Noteswill qualify as indebtedness of the Issuer secured by the Trust Estate.  The Issuer, by entering into the Indentureand this Class B Note, and each Noteholder, by its acceptance of this Class BNote, agree to treat this Class B Note as indebtedness of the Issuer forfederal, state and local income and franchise tax purposes.

 

Prior to the duepresentment for registration of transfer of this Class B Note, the Issuer, theIndenture Trustee and any agent of the Issuer or the Indenture Trustee maytreat the Person in whose name this Class B Note (as of the day ofdetermination or as of such other date as may be specified in the Indenture) isregistered as the owner hereof for all purposes, whether or not this

 

B-4

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Class B Note be overdue,and none of the Issuer, the Indenture Trustee or any such agent shall beaffected by notice to the contrary.

 

The Indenture allows,with certain exceptions as therein provided, the Issuer and the IndentureTrustee to enter into one or more indentures that are supplemental to theIndenture and which effect a modification of the rights and obligations of theIssuer and the rights of the Holders of the Notes under the Indenture at anytime by the Issuer with the consent of the Noteholders evidencing not less than51% of the Class A Note Balance (subject to the right of the Insurer toexercise such consent provided that no Insurer Default shall have occurred andbe continuing).  The Indenture alsopermits the Indenture Trustee and the Issuer to enter into supplementalindentures with respect to certain terms and conditions set forth in theIndenture without the consent of Holders of the Notes issued thereunder.

 

The term “Issuer,” asused in this Class B Note, includes any successor to the Issuer under theIndenture.

 

The Class B Notes areissuable only in certificated form in denominations as provided in theIndenture, subject to certain limitations therein set forth.

 

This Class B Note and theIndenture shall be governed by, and construed in accordance with the laws ofthe State of New York without reference to its conflict of law provisions, andthe obligations, rights and remedies of the parties hereunder and thereundershall be determined in accordance with such laws.

 

No reference herein tothe Indenture, and no provision of this Class B Note or of the Indenture, shallalter or impair the obligation of the Issuer, which is absolute andunconditional, to pay the principal of and interest on this Class B Note at thetimes, place and rate, and in the coin or currency herein prescribed.

 

Anything herein to thecontrary notwithstanding, except as expressly provided in the TransactionDocuments, none of Wells Fargo Bank Minnesota, National Association, in itsindividual capacity, Deutsche Bank Trust Company Delaware in its individualcapacity, any owner of a beneficial interest in the Issuer, or any of theirrespective partners, beneficiaries, agents, officers, directors, employees orsuccessors or assigns shall be personally liable for, nor shall recourse be hadto any of them for, the payment of principal or of interest on this Class BNote or performance of, or omission to perform, any of the covenants,obligations or indemnifications contained in the Indenture.  The Holder of this Class B Note, by itsacceptance hereof, agrees that, except as expressly provided in the TransactionDocuments, in the case of an Event of Default under the Indenture, the Holdershall have no claim against any of the foregoing for any deficiency, loss or claimtherefrom; provided, however, that nothing contained herein shallbe taken to prevent recourse to, and enforcement against, the assets of theIssuer for any and all liabilities, obligations and undertakings contained inthe Indenture or in this Class B Note.

 

B-5

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IN WITNESS WHEREOF, theIssuer has caused this instrument to be signed as of the date set forth below.

 

Date:  November 20, 2003

 
|   | FIRST INVESTORS  AUTO OWNER TRUST 2003-A |
|--------|------------------------------------------|
|   |                                     |
|   | By:                                      | DEUTSCHE BANK TRUST  COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee  under the Trust Agreement |
|   |                                     |
|   | By:                                      |   |   |
|   | Authorized Signatory                     |   |
|        |                                          |  |  |  |

 

B-6

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INDENTURE TRUSTEE’SCERTIFICATE OF AUTHENTICATION

 

This is one of the Notesdesignated above and referred to in the within-mentioned Indenture.

 

 
|   | WELLS FARGO BANK  MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as  Indenture Trustee |
|--------|--------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |
|   | By:                                                                                                                |   |   |
|   | Authorized Signatory                                                                                               |   |

 

B-7

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ASSIGNMENT

 

Social Security ortaxpayer I.D. or other identifying number of assignee:

 

 

 

FOR VALUE RECEIVED, theundersigned hereby sells, assigns and transfers unto:

 

 

 

(name and address ofassignee)

 

the within Note and allrights thereunder, and hereby irrevocably constitutes and appoints                                  ,attorney, to transfer said Note on the books kept for registration thereof,with full power of substitution in the premises.

 
| Dated: |                  |   |
|--------|-----------------------|--------|
|   | */                    |
|   | Signature of Assignor |
|   |
|   |
|   | */                    |
|   | Signature Guaranteed  |
|        |                       |        |  |  |

 

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*/            NOTICE:  The signature to this assignment mustcorrespond with the name of the registered owner as it appears on the face ofthe within Class B Note in every particular, without alteration, enlargement orany change whatever.  Such signaturemust be guaranteed by an “eligible guarantor institution” meeting therequirements of the Note Registrar.

 

B-8

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Exhibit B

 

[RESERVED]

 

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Exhibit C

 

REQUEST FOR RELEASEOF CONTRACT

 

[Date]

 

TO:         Wells Fargo BankMinnesota, National Association   as CustodianMAC N9328-011Suite ABS751 Kasota AvenueMinneapolis, Minnesota  55414Attention:              Corporate TrustServices —Asset-Backed Administration

 

In connection with theContract Files which are owned by First Investors Auto Owner Trust 2003-A (the“*Issuer*”)and are pledged by the Issuer to Wells Fargo Bank Minnesota, NationalAssociation, as Indenture Trustee (the “*Indenture Trustee*”), the undersigned,as **[IndentureTrustee][Servicer]**, requests the release of the Contract Filerelated to the Contract identified below by its number.  The undersigned shall return the documentsto you when the undersigned’s need therefor no longer exists, except where theContract is paid in full or otherwise disposed of.  Capitalized terms used but not otherwise defined herein shallhave the respective meanings assigned to such terms in the Indenture, dated asof November 20, 2003, between you and the Issuer.

 

 
|   | By              |   |
|--------|-----------------|--------|
|   |            | Name:  |
|   |            | Title: |
|   |            |
|   | CONTRACT NUMBER |   |
|   | CUSTOMER        |   |
|        |                 |        |  |  |

 

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TO CUSTODIAN:  Please acknowledge below by your signaturethe execution of the above request.  Youmust retain this form for your file, and a copy of this form, signed and datedby you, shall be returned to the Indenture Trustee and the Issuer.

 

 
|   |                               |
|--------|------------------------------------|
|   | Authorized Signature of  Custodian |

 

 

Release Date

 

 

RETURN OF RELEASEDDOCUMENT(S) FILE

 

All documents identifiedabove as previously released have been returned:

 

 
|   |   |
|--------|--------|

 

 

Date of Return

 

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